H B Fuller Co (FUL)

H.B. Fuller Announces Offer to Acquire Advanced Medical SolutionsJune 25, 2026 2:10 AM
Business Wire Extends capabilities in attractive, high-growth medical segments Accelerates portfolio mix shift and path to >20% EBITDA margin target Expected to deliver ~$55 million in run-rate synergies H.B. Fuller Company (“H.B. Fuller” or “the Company”) (NYSE: FUL), the world’s largest pureplay adhesives company, today announced it has made a recommended cash offer to acquire Advanced Medical Solutions Group plc (“AMS”) (LSE:AMS). “This transaction is a rare opportunity to advance the evolution of our portfolio.” said Celeste Mastin, President and CEO of H.B. Fuller. “We have long been clear that medical is a core strategic growth market for H.B. Fuller given its durable demand trends, high regulatory-based entry barriers, and margin profile. Accordingly, we have thoroughly analyzed this structurally scarce market to identify the most attractive assets and growth opportunities. “Advanced Medical Solutions has built an exceptional business as a differentiated formulator with an innovation-led platform, an outstanding product suite, impressive R&D capabilities, and a global commercial footprint with supporting regulatory expertise. The transaction is expected to result in significant revenue and cost synergies, and accelerate our transformation into a higher-growth, higher-margin business. We remain committed to disciplined and balanced capital allocation and believe that the continued up-tiering of our portfolio, as well as the other steps we are taking to improve our cost structure and cash flow profile, will allow for robust de-leveraging post-acquisition." Strategic and Financial Rationale Larger Total Addressable Market (“TAM”): AMS brings a portfolio of differentiated surgical adhesive technologies in a market benefitting from durable growth tailwinds. The acquisition will extend H.B. Fuller’s capabilities across tissue bonding adhesives, tapes and dressings and formulated biosurgicals. By adding these solutions to H.B. Fuller’s current portfolio, the Company’s TAM is expected to increase by $15 billion to $95 billion. Expanded commercial footprint: AMS’s large, dedicated pan-European salesforce across core healthcare markets, hospital systems, and specialty distributors is expected to facilitate immediate cross-selling opportunities for H.B. Fuller’s current portfolio. In turn, AMS will leverage H.B. Fuller’s significant U.S. infrastructure, pairing it with AMS’s distribution network of market leaders to accelerate U.S. penetration. Enhanced R&D, manufacturing, and regulatory capabilities: AMS’s dedicated R&D team consists of more than 75 individuals with a proven track record of successful product launches. The combined company’s operations will also benefit from combining H.B. Fuller’s world-class medical facilities in the U.S. and Italy with AMS’s world-class manufacturing base in the UK, Germany, France, the Netherlands, Thailand and India. Additionally, AMS’s deep expertise in medical device regulatory pathways is expected to fast-track H.B. Fuller’s expansion across the healthcare market, while reducing execution risk. Significant synergies: H.B. Fuller expects to capture approximately $55 million or approximately £41 million in combined run-rate revenue and cost synergies by 2031, including the elimination of public company costs, rationalization of certain overlapping expenses, and sourcing savings. Accelerated path to structurally higher growth and margins: H.B. Fuller has established a long-term target to achieve 5% annual constant currency revenue growth and greater than 20% EBITDA margins. AMS is expected to increase H.B. Fuller’s annual revenues by approximately $300 million, while driving positive mix shift, creating significant revenue growth and EBITDA compounding opportunities. Additional reporting transparency: the transaction will establish a new global business unit for financial reporting purposes. This segment will immediately account for approximately 10% of the combined company’s revenues and EBITDA. Foundation of successful M&A integration: H.B. Fuller has a consistent track record of M&A driven shareholder value creation. Since 2023, the Company has continued its expansion into attractive growth verticals by acquiring and integrating 11 companies. By the end of 2025, H.B. Fuller increased EBITDA by 55% and EBITDA margins by over 1,000 basis points across this portfolio of acquired businesses. H.B. Fuller also has a highly successful track record of deleveraging following portfolio enhancing transactions. Transaction Details Each eligible AMS shareholder will receive £2.85 per share held in cash, which implies a total enterprise value of £715 million. The acquisition will be completed at a pre-synergy EBITDA multiple of 12.9x, based on current consensus forecast for 2026 AMS EBITDA based on IFRS, or an EBITDA multiple of less than 8x including achievement of full run-rate synergies. This does not reflect the estimated non-cash impact of IFRS to GAAP adjustments of £8 to £9 million. The transaction will be fully financed through 100% committed financing. H.B. Fuller expects to rapidly deleverage to their target of 2.5x to 3x within two years following the completion of the transaction. Consummation of the transaction is subject to AMS shareholder approval, customary closing conditions, and regulatory approvals. The transaction is expected to close by the end of the calendar year. Additional details regarding the acquisition can be found in the Rule 2.7 announcement, which is available at: https://www.londonstockexchange.com/news-article/market-news/recommended-cash-acquisition/17655941 Advisors Perella Weinberg Partners and Goldman Sachs & Co. LLC are serving as financial advisors to H.B. Fuller. Ashurst LLP and Perkins Coie LLP are serving as legal counsel to H.B. Fuller. About H.B. Fuller As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com. Safe Harbor for Forward-Looking Statements: Certain statements in this press release are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the ability to proceed with or complete the transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions on the proposed terms; changes in the global, political, economic, social, business and competitive environments and in market and regulatory forces; changes in future inflation, deflation, exchange and interest rates; changes in tax and national insurance rates; future business combinations, capital expenditures, acquisitions or dispositions; changes in the behavior of other market participants; the anticipated benefits of the transaction not being realized as a result of changes in general economic and market conditions in the countries in which company and AMS operate; the ability of company and AMS to integrate the businesses successfully and to achieve anticipated synergies or benefits; the risk that disruptions from the transaction will harm the company’s and AMS’s businesses; changes in or enforcement of national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in the countries in which company and AMS carry on business or may carry on business in the future; the outcome of pending or future litigation proceedings; failure to comply with environmental and health and safety laws and regulations; changes to the boards of directors of the company and/or AMS and/or the composition of their respective workforces; our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; and similar matters. Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law. Regulation G: The information presented in this release regarding earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA, and adjusted EBITDA margin do not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. H.B. Fuller’s management has included this non-GAAP information to assist in understanding the operating performance of the Company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. View source version on businesswire.com: https://www.businesswire.com/news/home/20260624693120/en/ Investors:
Scott Jensen
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Keksthbfuller@kekstcnc.com Original: H.B. Fuller Announces Offer to Acquire Advanced Medical Solutions

H.B. Fuller Reports Second Quarter 2026 ResultsJune 24, 2026 4:05 PM
Business Wire Reported EPS (diluted) of $1.23; Adjusted EPS (diluted) of $1.41, up 19% year-on-year Net income of $68 million; Adjusted EBITDA of $181 million, up 9% year-on-year Record second quarter operating cash flow; Repurchased 750 thousand shares in the quarter Increases midpoint of full-year adjusted EBITDA and adjusted EPS guidance H.B. Fuller Company (NYSE: FUL) today reported financial results for its second quarter that ended May 30, 2026. Second Quarter 2026 Noteworthy Items: Net revenue was $950 million, up 5.8% year-on-year; organic revenue was up 2.6% year-on-year; Gross margin was 33.6%; adjusted gross margin of 34.2% increased 200 basis points year-on-year driven mainly by pricing execution and restructuring savings; Net income was $68 million; adjusted EBITDA was $181 million, up 9% versus last year; adjusted EBITDA margin was 19.1%, up 70 basis points year-on-year; Reported EPS (diluted) was $1.23; adjusted EPS (diluted) was $1.41, up 19% year-on-year, driven by higher adjusted net income; Record second quarter operating cash flow of $121 million dollars, up approximately 10% year-on-year. Summary of Second Quarter 2026 Results: The Company’s net revenue for the second quarter of fiscal 2026 was $950 million, up 5.8% versus the second quarter of fiscal 2025. Pricing increased net revenue by 3.0%, which more than offset slightly lower volume, resulting in a 2.6% organic revenue increase year-on-year. Foreign currency translation and the impact of acquisitions increased net revenue by 3.1% and 0.1%, respectively. Gross profit in the second quarter of fiscal 2026 was $320 million. Adjusted gross profit was $325 million. Adjusted gross profit margin of 34.2% increased 200 basis points year-on-year. The impact of pricing execution and restructuring savings drove the majority of the year-on-year increase in adjusted gross profit margin. Selling, general and administrative (SG&A) expense was $202 million in the second quarter of fiscal 2026 and adjusted SG&A was $196 million, up 11% year-on-year. Adjusting for the impact of foreign exchange and variable compensation related to higher projected income for the year, adjusted SG&A was up approximately 3% year-on-year. Net income attributable to H.B. Fuller for the second quarter of fiscal 2026 was $68 million. Adjusted net income attributable to H.B. Fuller for the second quarter of fiscal 2026 was $78 million. Reported EPS (diluted) was $1.23 and adjusted EPS (diluted) was $1.41, up 19% year-on-year. Adjusted EBITDA in the second quarter of fiscal 2026 was $181 million, up 9% year-on-year, driven principally by the impact of pricing execution and restructuring savings. “We executed very well in the second quarter, delivering strong year-on-year revenue, EBITDA, and EPS growth, with results above the midpoint of our EBITDA guidance range,” said Celeste Mastin, president and chief executive officer. “Our global sourcing capabilities and swift pricing actions have enabled us to maintain supply continuity and reliably serve our customers through market disruption. These efforts, combined with our Quantum Leap restructuring initiative, have strengthened our competitive position and we remain confident in our ability to deliver strong financial results.” Mastin continued, “While the external environment remains dynamic, our focus is clear: we are executing on what we can control, leveraging our competitive strengths, and continuing to build a business that is more durable and better positioned to deliver superior long-term growth.” Balance Sheet and Working Capital: Net debt at the end of the second quarter of fiscal 2026 was $1,958 million, down $58 million year-on-year. Net debt-to-adjusted EBITDA was 3.1X, down from 3.4X at the end of the second quarter of fiscal 2025. Net working capital in the second quarter of fiscal 2026 was 16.4% as a percentage of annualized net revenue and decreased 260 basis points sequentially versus the first quarter. Cash flow from operations improved to $121 million, a record second quarter, driven primarily by higher net income. As previously communicated, cash flow delivery for 2026 is expected to be weighted to the second half of the year. Fiscal 2026 Outlook: As a result of our year-to-date performance, we are updating our previously communicated financial guidance for fiscal 2026: Net revenue for fiscal 2026 is still expected to be up mid-single digits; organic revenue is still expected to be up low-single digits and the impact from foreign exchange is still expected to be positive 1% to 2%; Adjusted EBITDA for fiscal 2026 is now expected to be in the range of $650 million to $675 million; Adjusted EPS (diluted) is now expected to be in the range of $4.60 to $4.90; Cash flow from operations for fiscal 2026 is now expected to be in the range of $300 million to $325 million; Net revenue for the third quarter of 2026 is expected to be up mid-single digits; adjusted EBITDA for the third quarter of 2026 is expected to be in the range of $180 million to $190 million. Conference Call: The Company will hold a conference call on June 25, 2026, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on June 25, 2026, to 10:59 p.m. CT on July 1, 2026. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505. Regulation G: The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2026 Outlook, which the company cannot reconcile to forward-looking GAAP results without unreasonable effort. About H.B. Fuller: As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com Safe Harbor for Forward-Looking Statements: Certain statements in this press release are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of catastrophic events on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters. Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law. H.B. FULLER COMPANY AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION In thousands, except per share amounts (unaudited)     Three Months Ended   Percent of   Three Months Ended   Percent of     May 30, 2026   Net Revenue   May 31, 2025   Net Revenue Net revenue   $ 950,271     100.0 %   $ 898,095     100.0 % Cost of sales     (630,617 )   (66.4 )%     (611,711 )   (68.1 )% Gross profit     319,654     33.6 %     286,384     31.9 %                   Selling, general and administrative expenses     (202,365 )   (21.3 )%     (186,340 )   (20.7 )%                   Other income, net     5,627     0.6 %     7,141     0.8 % Interest expense     (32,756 )   (3.4 )%     (34,865 )   (3.9 )% Interest income     1,961     0.2 %     854     0.1 % Income before income taxes and income from equity method investments     92,121     9.7 %     73,174     8.1 %                   Income taxes     (25,584 )   (2.7 )%     (32,726 )   (3.6 )%                   Income from equity method investments     1,268     0.1 %     1,397     0.2 % Net income including non-controlling interest     67,805     7.1 %     41,845     4.7 %                   Net income attributable to non-controlling interest     -     0.0 %     (17 )   (0.0 )% Net income attributable to H.B. Fuller   $ 67,805     7.1 %   $ 41,828     4.7 %                   Basic income per common share attributable to H.B. Fuller   $ 1.25         $ 0.77       Diluted income per common share attributable to H.B. Fuller   $ 1.23         $ 0.76                         Weighted-average common shares outstanding:                 Basic     54,430           54,443       Diluted     55,069           54,952                         H.B. FULLER COMPANY AND SUBSIDIARIES CONSOLIDATED FINANCIAL INFORMATION In thousands, except per share amounts (unaudited)     Six Months Ended   Percent of   Six Months Ended   Percent of     May 30, 2026   Net Revenue   May 31, 2025   Net Revenue Net revenue   $ 1,721,115     100.0 %   $ 1,686,758     100.0 % Cost of sales     (1,165,413 )   (67.7 )%     (1,173,299 )   (69.6 )% Gross profit     555,702     32.3 %     513,459     30.4 %                   Selling, general and administrative expenses     (386,816 )   (22.5 )%     (366,968 )   (21.8 )%                   Other income, net     12,377     0.7 %     10,347     0.6 % Interest expense     (65,627 )   (3.8 )%     (66,906 )   (4.0 )% Interest income     4,034     0.2 %     1,954     0.1 % Income before income taxes and income from equity method investments     119,670     7.0 %     91,886     5.4 %                   Income taxes     (33,006 )   (1.9 )%     (38,671 )   (2.3 )%                   Income from equity method investments     2,186     0.1 %     1,894     0.1 % Net income including non-controlling interest     88,850     5.2 %     55,109     3.3 %                   Net income attributable to non-controlling interest     -     0.0 %     (33 )   (0.0 )% Net income attributable to H.B. Fuller   $ 88,850     5.2 %   $ 55,076     3.3 %                                     Basic income per common share attributable to H.B. Fuller   $ 1.63         $ 1.01       Diluted income per common share attributable to H.B. Fuller   $ 1.61         $ 0.99                         Weighted-average common shares outstanding:                 Basic     54,580           54,721       Diluted     55,291           55,490                         H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands, except per share amounts (unaudited)     Three Months Ended   Six Months Ended     May 30,   May 31,   May 30,   May 31,     2026   2025   2026   2025                   Net income attributable to H.B. Fuller   $ 67,805     $ 41,828     $ 88,850     $ 55,076                     Adjustments:                 Acquisition project costs1     1,395       3,602       2,325       13,430   Organizational realignment2     4,413       6,635       14,435       15,409   Project One3     2,387       2,581       5,440       5,646   Other4     3,024       44       2,929       44   Discrete tax items5     356       13,961       454       14,952   Income tax effect on adjustments6     (1,848 )     (3,999 )     (5,386 )     (9,907 ) Adjusted net income attributable to H.B. Fuller7     77,532       64,652       109,047       94,650                     Add:                 Interest expense     32,584       34,484       64,957       66,514   Interest income     (1,961 )     (854 )     (4,030 )     (1,954 ) Adjusted Income taxes     27,075       22,765       37,937       33,626   Depreciation and Amortization expense8     45,815       44,613       91,838       87,180   Adjusted EBITDA7   $ 181,045     $ 165,660     $ 299,749     $ 280,016                     Diluted Shares     55,069       54,952       55,291       55,490   Adjusted diluted income per common share attributable to H.B. Fuller7   $ 1.41     $ 1.18     $ 1.97     $ 1.71   Revenue   $ 950,271     $ 898,095     $ 1,721,115     $ 1,686,758   Adjusted EBITDA margin6     19.1 %     18.4 %     17.4 %     16.6 % 1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $1,223 and $3,708 in transaction costs (primarily consulting and professional fees) and $172 and ($106) in purchase accounting costs (primarily professional fees for valuation services, interest on holdback liabilities and inventory step-up cost) for the three months ended May 30, 2026 and May 31, 2025, respectively. Acquisition project costs include $1,509 and $12,900 in transaction costs (primarily consulting and professional fees) and $816 and $530 in purchase accounting costs (primarily professional fees for valuation services, interest on holdback liabilities and inventory step-up cost) for the six months ended May 30, 2026 and May 31, 2025, respectively. 2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs and the impact of accelerated depreciation. Organizational realignment includes $251 and $1,177 in professional fees related to legal entity and business structure changes, $3,012 and $3,320 in employee severance and other related costs, and $1,150 and $2,138 related to facility rationalization costs for the three months ended May 30, 2026 and May 31, 2025, respectively. Organizational realignment includes $611 and $3,416 in professional fees related to legal entity and business structure changes, $5,832 and $4,493 in employee severance and other related costs, and $7,992 and $7,500 related to facility rationalization costs for the six months ended May 30, 2026 and May 31, 2025, respectively. 3 Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which has upgraded and standardized our information system. 4 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. 5 Discrete tax items for the three and six months ended May 30, 2026 are related to various U.S. and foreign tax matters. Discrete tax items for the three and six months ended May 31, 2025 are primarily related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters. 6 The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments. 7 Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. 8 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($237) and ($70) for the three months ended May 30, 2026 and May 31, 2025, respectively and ($579) and ($100) for the six months ended May 30, 2026 and May 31, 2025, respectively. H.B. FULLER COMPANY AND SUBSIDIARIES SEGMENT FINANCIAL INFORMATION In thousands (unaudited)     Three Months Ended   Six Months Ended     May 30,   May 31,   May 30,   May 31,     2026   2025   2026   2025 Net Revenue:                 Hygiene, Health and Consumable Adhesives   $ 421,861     $ 397,475     $ 768,388     $ 765,700   Engineering Adhesives     283,239       276,418       525,688       513,177   Building Adhesive Solutions     245,171       224,202       427,039       407,881   Corporate unallocated     -       -       -       -   Total H.B. Fuller   $ 950,271     $ 898,095     $ 1,721,115     $ 1,686,758                     Segment Operating Income:                 Hygiene, Health and Consumable Adhesives   $ 56,370     $ 43,401     $ 85,361     $ 73,349   Engineering Adhesives     46,856       46,977       77,999       75,028   Building Adhesive Solutions     25,013       22,114       30,201       28,691   Corporate unallocated     (10,950 )     (12,448 )     (24,675 )     (30,577 ) Total H.B. Fuller   $ 117,289     $ 100,044     $ 168,886     $ 146,491                     Adjusted EBITDA7                 Hygiene, Health and Consumable Adhesives   $ 75,564     $ 61,963     $ 123,601     $ 108,854   Engineering Adhesives     63,544       63,341       111,703       107,529   Building Adhesive Solutions     41,414       37,535       63,024       59,337   Corporate unallocated     523       2,821       1,421       4,296   Total H.B. Fuller   $ 181,045     $ 165,660     $ 299,749     $ 280,016                     Adjusted EBITDA Margin7                 Hygiene, Health and Consumable Adhesives     17.9 %     15.6 %     16.1 %     14.2 % Engineering Adhesives     22.4 %     22.9 %     21.2 %     21.0 % Building Adhesive Solutions     16.9 %     16.7 %     14.8 %     14.5 % Corporate unallocated   NMP   NMP   NMP   NMP Total H.B. Fuller     19.1 %     18.4 %     17.4 %     16.6 %                   NMP = non-meaningful percentage                 H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands, except per share amounts (unaudited)     Three Months Ended   Six Months Ended     May 30,   May 31,   May 30,   May 31,     2026   2025   2026   2025 Income before income taxes and income from equity method investments   $ 92,121   $ 73,174   $ 119,670   $ 91,886                   Adjustments:                 Acquisition project costs1     1,395       3,602       2,325       13,430   Organizational realignment2     4,413       6,635       14,435       15,409   Project One3     2,387       2,581       5,440       5,646   Other4     3,024       44       2,929       44   Adjusted income before income taxes and income from equity method investments9   $ 103,340     $ 86,036     $ 144,799     $ 126,415   9 Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands, except per share amounts (unaudited)     Three Months Ended   Six Months Ended     May 30,   May 31,   May 30,   May 31,     2026   2025   2026   2025 Income Taxes   $ (25,584 )   $ (32,726 )   $ (33,006 )   $ (38,671 )                   Adjustments:                 Acquisition project costs1     (230 )     (1,120 )     (466 )     (3,800 ) Organizational realignment2     (727 )     (2,063 )     (3,276 )     (4,455 ) Project One3     (393 )     (803 )     (1,170 )     (1,638 ) Other4     (497 )     (14 )     (473 )     (14 ) Discrete tax items5     356       13,961       454       14,952   Adjusted income taxes10   $ (27,075 )   $ (22,765 )   $ (37,937 )   $ (33,626 )                   Adjusted income before income taxes and income from equity method investments   $ 103,340     $ 86,036     $ 144,799     $ 126,415   Adjusted effective income tax rate10     26.2 %     26.5 %     26.2 %     26.6 % 10 Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes is defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited)     Three Months Ended   Six Months Ended     May 30,   May 31,   May 30,   May 31,     2026   2025   2026   2025                   Net revenue   $ 950,271     $ 898,095     $ 1,721,115     $ 1,686,758                     Gross profit   $ 319,654     $ 286,384     $ 555,702     $ 513,459   Gross profit margin     33.6 %     31.9 %     32.3 %     30.4 %                   Adjustments:                 Acquisition project costs1     -       68       -       675   Organizational realignment2     2,583       2,467       7,521       7,923   Project One3     -       (94 )     -       1   Other4     2,500       -       2,501       -   Adjusted gross profit11   $ 324,737     $ 288,825     $ 565,724     $ 522,058   Adjusted gross profit margin11     34.2 %     32.2 %     32.9 %     31.0 % 11 Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin are defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited)     Three Months Ended   Six Months Ended     May 30,   May 31,   May 30,   May 31,     2026   2025   2026   2025                   Selling, general and administrative expenses   $ (202,365 )   $ (186,340 )   $ (386,816 )   $ (366,968 )                   Adjustments:                 Acquisition project costs1     1,223       3,654       1,660       11,360   Organizational realignment2     1,734       3,633       5,623       4,929   Project One3     2,387       2,676       5,440       5,646   Other4     523       44       1,925       44   Adjusted selling, general and administrative expenses12   $ (196,498 )   $ (176,333 )   $ (372,168 )   $ (344,989 ) 12 Adjusted selling, general and administrative expenses is a non-GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited)   Hygiene, Health Building Three Months Ended: and Consumable Engineering Adhesive Segment Corporate H.B. Fuller May 30, 2026 Adhesives Adhesives Solutions Total Unallocated Consolidated Net income attributable to H.B. Fuller $ 58,862   $ 47,958   $ 27,887   $ 134,707   $ (66,902 ) $ 67,805   Adjustments:             Acquisition project costs1   -     -     -     -     1,395     1,395   Organizational realignment2   -     -     -     -     4,413     4,413   Project One3   -     -     -     -     2,387     2,387   Other4   -     -     -     -     3,024     3,024   Discrete tax items5   -     -     -     -     356     356   Income tax effect on adjustments6   -     -     -     -     (1,848 )   (1,848 ) Adjusted net income attributable to H.B. Fuller7   58,862     47,958     27,887     134,707     (57,175 )   77,532   Add:             Interest expense   -     -     -     -     32,584     32,584   Interest income   -     -     -     -     (1,961 )   (1,961 ) Adjusted Income taxes   -     -     -     -     27,075     27,075   Depreciation and amortization expense8   16,702     15,586     13,527     45,815     -     45,815   Adjusted EBITDA7 $ 75,564   $ 63,544   $ 41,414   $ 180,522   $ 523   $ 181,045   Revenue $ 421,861   $ 283,239   $ 245,171   $ 950,271     -   $ 950,271   Adjusted EBITDA Margin7   17.9 %   22.4 %   16.9 %   19.0 % NMP   19.1 %     Hygiene, Health       Building             Six Months Ended   and Consumable   Engineering   Adhesive   Segment   Corporate   H.B. Fuller May 30, 2026 Adhesives   Adhesives   Solutions   Total   Unallocated   Consolidated Net income attributable to H.B. Fuller   $ 90,346     $ 80,195   $ 35,949   $ 206,490   $ (117,640 ) $ 88,850   Adjustments:                 Acquisition project costs1     -       -     -     -     2,325     2,325   Organizational realignment2     -       -     -     -     14,435     14,435   Project One3     -       -     -     -     5,440     5,440   Other4     -       -     -     -     2,929     2,929   Discrete tax items5     -       -     -     -     454     454   Income tax effect on adjustments6     -       -     -     -     (5,386 )   (5,386 ) Adjusted net income attributable to H.B. Fuller7     90,346       80,195     35,949     206,490     (97,443 )   109,047   Add:                 Interest expense     -       -     -     -     64,957     64,957   Interest income     -       -     -     -     (4,030 )   (4,030 ) Adjusted Income taxes     -       -     -     -     37,937     37,937   Depreciation and amortization expense8     33,255       31,508     27,075     91,838     -     91,838   Adjusted EBITDA7   $ 123,601     $ 111,703   $ 63,024   $ 298,328   $ 1,421   $ 299,749   Revenue     768,388       525,688     427,039     1,721,115     -     1,721,115   Adjusted EBITDA Margin7     16.1 %     21.2 %   14.8 %   17.3 % NMP   17.4 % Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. NMP = Non-meaningful percentage H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited)   Hygiene, Health       Building               Three Months Ended: and Consumable   Engineering   Adhesive   Segment   Corporate   H.B. Fuller May 31, 2025 Adhesives   Adhesives   Solutions   Total   Unallocated   Consolidated Net income attributable to H.B. Fuller $ 45,610   $ 47,948     $ 24,668     $ 118,226     $ (76,398 )   $ 41,828   Adjustments:                     Acquisition project costs1   -     -       -       -       3,602       3,602   Organizational realignment2   -     -       -       -       6,635       6,635   Project One3   -     -       -       -       2,581       2,581   Other4   -     -       -       -       44       44   Discrete tax items5   -     -       -       -       13,961       13,961   Income tax effect on adjustments6   -     -       -       -       (3,999 )     (3,999 ) Adjusted net income attributable to H.B. Fuller7   45,610     47,948       24,668       118,226       (53,574 )     64,652   Add:                     Interest expense   -     -       -       -       34,484       34,484   Interest income   -     -       -       -       (854 )     (854 ) Adjusted Income taxes   -     -       -       -       22,765       22,765   Depreciation and amortization expense8   16,353     15,393       12,867       44,613       -       44,613   Adjusted EBITDA7 $ 61,963   $ 63,341     $ 37,535     $ 162,839     $ 2,821     $ 165,660   Revenue $ 397,475   $ 276,418     $ 224,202     $ 898,095       -     $ 898,095   Adjusted EBITDA Margin7   15.6 %   22.9 %     16.7 %     18.1 %   NMP     18.4 %     Hygiene, Health       Building               Six Months Ended and Consumable   Engineering   Adhesive   Segment   Corporate     H.B. Fuller May 31, 2025 Adhesives   Adhesives   Solutions   Total   Unallocated     Consolidated Net income attributable to H.B. Fuller $ 77,771     $ 76,970     $ 33,799     $ 188,540     $ (133,464 )   $ 55,076   Adjustments:                       Acquisition project costs1   -       -       -       -       13,430       13,430   Organizational realignment2   -       -       -       -       15,409       15,409   Project One3   -       -       -       -       5,646       5,646   Other4   -       -       -       -       44       44   Discrete tax items5   -       -       -       -       14,952       14,952   Income tax effect on adjustments6   -       -       -       -       (9,907 )     (9,907 ) Adjusted net income attributable to H.B. Fuller7   77,771       76,970       33,799       188,540       (93,890 )     94,650   Add:                       Interest expense   -       -       -       -       66,514       66,514   Interest income   -       -       -       -       (1,954 )     (1,954 ) Adjusted Income taxes   -       -       -       -       33,626       33,626   Depreciation and amortization expense8   31,083       30,559       25,538       87,180       -       87,180   Adjusted EBITDA7 $ 108,854     $ 107,529     $ 59,337     $ 275,720     $ 4,296     $ 280,016   Revenue $ 765,700     $ 513,177     $ 407,881     $ 1,686,758       -     $ 1,686,758   Adjusted EBITDA Margin7   14.2 %     21.0 %     14.5 %     16.3 %   NMP     16.6 % Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. NMP = Non-meaningful percentage H.B. FULLER COMPANY AND SUBSIDIARIES SEGMENT FINANCIAL INFORMATION NET REVENUE GROWTH (DECLINE) (unaudited)     Three Months Ended   Six Months Ended     May 30, 2026   May 30, 2026 Price     3.0 %     1.8 % Volume     (0.4 )%     (3.5 )% Organic Growth13     2.6 %     (1.7 )% M&A     0.1 %     0.4 % Constant currency     2.7 %     (1.3 )% F/X     3.1 %     3.3 % Total H.B. Fuller Net Revenue     5.8 %     2.0 % Revenue growth versus 2025   Three Months Ended     May 30, 2026                                     Net Revenue   F/X   Constant Currency   M&A   Organic Growth13 Hygiene, Health and Consumable Adhesives     6.1 %     3.1 %     3.0 %     0.0 %     3.0 % Engineering Adhesives     2.5 %     3.2 %     (0.7 )%     0.3 %     (1.0 )% Building Adhesive Solutions     9.4 %     3.2 %     6.2 %     0.0 %     6.2 % Corporate Unallocated     0.0 %     0.0 %     0.0 %     0.0 %     0.0 % Total H.B. Fuller     5.8 %     3.1 %     2.7 %     0.1 %     2.6 % Revenue growth versus 2025   Six Months Ended     May 30, 2026                                     Net Revenue   F/X   Constant Currency   M&A   Organic Growth13 Hygiene, Health and Consumable Adhesives     0.4 %     3.2 %     (2.8 )%     0.4 %     (3.2 )% Engineering Adhesives     2.4 %     3.2 %     (0.8 )%     0.6 %     (1.4 )% Building Adhesive Solutions     4.7 %     3.6 %     1.1 %     0.0 %     1.1 % Corporate Unallocated     0.0 %     0.0 %     0.0 %     0.0 %     0.0 % Total H.B. Fuller     2.0 %     3.3 %     (1.3 )%     0.4 %     (1.7 )% 13 We use the term “organic revenue” to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited)     Three Months Ended Trailing 12 Months14 Ended     August 30, 2025   November 29, 2025   February 28, 2026   May 30, 2026   May 30, 2026                       Net income attributable to H.B. Fuller   $ 67,160     $ 29,732     $ 21,045     $ 67,805     $ 185,742                         Adjustments:                     Acquisition project costs1     518       1,465       931       1,395       4,309   Organizational realignment2     4,620       11,396       10,022       4,413       30,451   Project One3     2,499       2,091       3,053       2,387       10,030   Other15     1,711       37,400       (95 )     3,024       42,040   Discrete tax items16     (3,742 )     (3,743 )     98       356       (7,031 ) Income tax effect on adjustments6     (3,402 )     (7,745 )     (3,539 )     (1,848 )     (16,534 ) Adjusted net income attributable to H.B. Fuller7     69,364       70,596       31,515       77,532       249,007                         Add:                     Interest expense     33,369       32,547       32,373       32,584       130,873   Interest income     (1,110 )     (1,756 )     (2,069 )     (1,961 )     (6,896 ) Adjusted Income taxes     23,671       23,420       10,862       27,075       85,028   Depreciation and Amortization expense17     45,298       45,246       46,023       45,815       182,382   Adjusted EBITDA7   $ 170,592     $ 170,053     $ 118,704     $ 181,045     $ 640,394   14 Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. 15 Other for the three months ended November 29, 2025 includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line. Other for the three months ended May 30, 2026 includes acquired environmental liabilities and ongoing litigation and product claims related to a divested business. 16 Discrete tax items for the three months ended August 30, 2025 are related to various U.S. and foreign tax matters. Discrete tax items for the three months ended November 29, 2025 relate to various U.S. and foreign tax matters. Discrete tax items for the three months ended February 28, 2026 are related to various U.S. and foreign tax matters. Discrete tax items for the three months ended May 30, 2026 are related to various U.S. and foreign tax matters. 17 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($261) for the three months ended August 30, 2025, ($234) for the three months ended November 29, 2025, ($342) for the three months ended February 28, 2026 and ($237) for the three months ended May 30, 2026. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited)     May 30, 2026   November 29, 2025   May 31, 2025 Total debt   $ 2,072,151   $ 2,016,937   $ 2,112,428 Less: Cash and cash equivalents     114,102       107,213       96,785   Net debt18   $ 1,958,049     $ 1,909,724     $ 2,015,643                 Trailing twelve months14 / Year ended Adjusted EBITDA   $ 640,394     $ 620,660     $ 593,604   Net Debt-to-Adjusted EBITDA18     3.1       3.1       3.4   18 Net debt and net debt-to-adjusted EBITDA are non-GAAP financial measures. Net debt is defined as total debt less cash and cash equivalents. Net debt-to-adjusted EBITDA is defined as net debt divided by trailing twelve months adjusted EBITDA. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to total debt, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. H.B. FULLER COMPANY AND SUBSIDIARIES REGULATION G RECONCILIATION In thousands (unaudited)     May 30, 2026   February 28, 2026   May 31, 2025 Accounts receivable, net   $ 622,745     $ 532,180     $ 584,026   Inventories     526,737       506,776       495,588   Accounts payable     (526,321 )     (453,035 )     (481,957 ) Net working capital19   $ 623,161     $ 585,921     $ 597,657                 Net revenue three months ended   $ 950,271     $ 770,844     $ 898,095   Annualized net revenue19     3,801,084       3,083,376       3,592,379                 Net working capital as a percentage of annualized revenue19     16.4 %     19.0 %     16.6 % 19 Net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue are non-GAAP financial measures. Net working capital is defined as trade receivables, net plus inventory less trade payables. Annualized net revenue is defined as net revenue for the three months ended on the date presented multiplied by four. Net working capital as a percentage of annualized net revenue is net working capital divided by annualized net revenue. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. CONSOLIDATED BALANCE SHEETS H.B. Fuller Company and Subsidiaries (In thousands, except share and per share amounts)     May 30,   November 29,     2026   2025 Assets         Current assets:         Cash and cash equivalents   $ 114,102     $ 107,213   Accounts receivable (net of allowances of $12,712 and $11,922, as of May 30, 2026 and November 29, 2025, respectively)     622,745       564,339   Inventories     526,737       471,963   Other current assets     135,836       119,750   Total current assets     1,399,420       1,263,265             Property, plant and equipment     2,034,140       1,956,209   Accumulated depreciation     (1,066,347 )     (1,020,948 ) Property, plant and equipment, net     967,793       935,261             Goodwill     1,693,481       1,680,059   Other intangibles, net     766,626       805,867   Other assets     501,473       498,254   Total assets   $ 5,328,793     $ 5,182,706             Liabilities, non-controlling interest and total equity         Current liabilities:         Accounts payable   $ 526,321     $ 470,132   Accrued compensation     95,728       114,302   Income taxes payable     19,909       25,018   Other accrued expenses     137,103       133,907   Total current liabilities     779,061       743,359             Long-term debt     2,072,151       2,016,937   Accrued pension liabilities     51,281       51,317   Other liabilities     343,836       367,899   Total liabilities   $ 3,246,329     $ 3,179,512             Commitments and contingencies                   Equity         H.B. Fuller stockholders' equity:         Preferred stock (no shares outstanding) shares authorized – 10,045,900     -       -   Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares issued and outstanding – 53,785,879 and 54,174,963 as of May 30, 2026 and November 29, 2025, respectively   $ 53,786     $ 54,175   Additional paid-in capital     275,507       298,017   Retained earnings     2,088,749       2,026,071   Accumulated other comprehensive loss     (335,578 )     (375,045 ) Total H.B. Fuller stockholders' equity     2,082,464       2,003,218   Non-controlling interest     -       (24 ) Total equity     2,082,464       2,003,194   Total liabilities, non-controlling interest and total equity   $ 5,328,793     $ 5,182,706   CONSOLIDATED STATEMENTS of CASH FLOWS H.B. Fuller Company and Subsidiaries (In thousands)     Six Months Ended     May 30, 2026   May 31, 2025 Cash flows from operating activities:         Net income including non-controlling interest   $ 88,850     $ 55,109   Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:         Depreciation     48,772       44,837   Amortization     43,646       42,443   Deferred income taxes     (9,098 )     (14,068 ) Income from equity method investments, net of dividends received     (2,186 )     (1,894 ) Loss on the sale of business     -       1,515   Loss on impairment of intangible asset     -       478   Gain on sale or disposal of assets     (833 )     (101 ) Share-based compensation     12,580       12,003   Pension and other post-retirement plan benefit     (12,239 )     (11,039 ) Change in assets and liabilities, net of effects of acquisitions:         Accounts receivable, net     (53,893 )     (28,942 ) Inventories     (51,313 )     (40,182 ) Other assets     (9,291 )     2,364   Accounts payable     80,473       11,602   Accrued compensation     (19,643 )     (23,494 ) Other accrued expenses     13,522       1,097   Income taxes payable     (10,287 )     (10,587 ) Pension plan assets and liabilities     698       76   Other liabilities     (6,052 )     24,804   Foreign currency remeasurement     3,463       (8,252 ) Net cash provided by operating activities     117,169       57,769             Cash flows from investing activities:         Purchased property, plant and equipment     (104,380 )     (64,534 ) Proceeds from sale of property, plant and equipment     4,408       1,438   Payment of holdback on acquisitions     (11,627 )     -   Purchased businesses, net of cash acquired     -       (162,032 ) Purchase of cost method investment     -       (2,549 ) Proceeds from the sale of a business     -       75,727   Net cash used in investing activities     (111,599 )     (151,950 )           Cash flows from financing activities:         Proceeds from issuance of long-term debt     627,000       784,900   Repayment of long-term debt     (571,683 )     (687,751 ) Payment of debt issuance costs     -       (1,047 ) Net payment of notes payable     -       (588 ) Dividends paid     (25,970 )     (24,864 ) Proceeds from stock options exercised     10,266       2,475   Repurchases of common stock     (48,771 )     (60,664 ) Net cash (used in) provided by financing activities     (9,158 )     12,461             Effect of exchange rate changes on cash and cash equivalents     10,477       9,153   Net change in cash and cash equivalents     6,889       (72,567 ) Cash and cash equivalents at beginning of period     107,213       169,352   Cash and cash equivalents at end of period   $ 114,102     $ 96,785     View source version on businesswire.com: https://www.businesswire.com/news/home/20260624915807/en/ Scott Jensen
Investor Relations Contact
investors@hbfuller.com Original: H.B. Fuller Reports Second Quarter 2026 Results

H.B. Fuller Sets 2030 Sustainability Targets, With Nearly 60% of Innovation Focused on Sustainable SolutionsJune 15, 2026 1:25 PM
Business Wire Latest report highlights continued progress toward longstanding sustainability strategy, which links to business performance, operational efficiency, and customer value creation H.B. Fuller Company (NYSE: FUL), the world’s largest pureplay adhesives company, today released its 2025 Sustainability Report, outlining 2030 environmental targets and continued progress embedding sustainability into its business strategy, product innovation, and global operations. The report highlights how sustainability is increasingly driving growth and differentiation, with nearly 60% of new product development focused on improving the sustainability profile of customers’ end products. “At H.B. Fuller, sustainability is embedded in how we operate, compete, and grow,” said Celeste Mastin, president and CEO. “By focusing on practical initiatives that support our innovation pipeline, drive operational efficiency, and help customers meet their evolving needs, we are creating value across the business while delivering measurable progress toward our sustainability targets.” 2030 Targets Strengthen Accountability Building on a decade of progress against its longstanding sustainability strategy, the company is introducing its 2030 sustainability targets, including: 25% reduction in Scope 1 greenhouse gas emissions 35% reduction in Scope 2 greenhouse gas emissions 20% reduction in water demand 20% reduction in manufacturing waste intensity 75% increase in recycling rates The company is also targeting engagement with top tier suppliers to improve Scope 3 emissions transparency and data quality. Sustainability Driving Operational Performance The report also demonstrates measurable progress across operations through practical initiatives that support ongoing efficiency improvements, including: Expanding renewable energy adoption, including solar at select sites where projects are supported by favorable government incentives Decreasing water use through wastewater treatment and rainwater purification systems that decrease consumption by approximately 60% at select sites Advancing circular solutions to reduce material use and increase recycling, including a 50% reduction in shrink-wrap film, directly reducing single-use plastic waste at select sites These efforts are supported by governance structures, employee engagement, and alignment with global reporting frameworks such as GRI and SASB. Innovation Enables Customer Growth H.B. Fuller continues to position sustainability as a competitive advantage through solutions that support cleaner energy, recyclable packaging, and efficient manufacturing. Across industries ranging from hygiene and medical to mobility, electronics, and construction, the company is helping customers reduce emissions, conserve resources, and improve product performance. Expanding Global Community Impact In 2025, the company launched Fuller Impact, a global platform for philanthropic giving and community engagement. Focused on STEM education, youth leadership, and global citizenship, the program strengthens community partnerships while enabling employee engagement worldwide. In 2025, this included: $1.3 million in grants awarded Support for 370+ organizations 4,800+ employee volunteer hours across 20 countries Read the Full Report The full 2025 Sustainability Report is available at https://www.hbfuller.com/en/sustainability About H.B. Fuller As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260615553780/en/ MEDIA CONTACT: media@hbfuller.com Original: H.B. Fuller Sets 2030 Sustainability Targets, With Nearly 60% of Innovation Focused on Sustainable Solutions

H.B. Fuller to Report Second Quarter 2026 Results on June 24, 2026June 10, 2026 4:05 PM
Business Wire H.B. Fuller Company (NYSE: FUL) announced plans to report its financial results for the three-month fiscal period ended May 30, 2026, in a press release issued after the market close on June 24, 2026. The Company will hold an investor conference call on June 25, 2026, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its financial results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. Participants can pre-register for the webcast at any time using the link above. The webcast will be archived on the company’s website. A telephone replay of the conference call will be available from 12:30 p.m. CT on June 25, 2026 to 10:59 p.m. CT on July 1, 2026. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505. About H.B. Fuller Company: As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260610032072/en/ Scott Jensen
Investor Relations Contact
investors@hbfuller.com Original: H.B. Fuller to Report Second Quarter 2026 Results on June 24, 2026

H.B. Fuller Advances Sustainable Packaging, Enhancing Barrier Coating Solutions, with VerdaFresh, New Advanced Oxygen Barrier TechnologyMay 28, 2026 11:27 AM
Business Wire H.B. Fuller Company (NYSE: FUL) today announced a strategic investment in advanced oxygen barrier technology. VerdaFresh enhances the company’s already strong barrier coating offerings with a high-performance solution, accelerating the shift to fully recyclable packaging. VerdaFresh’s proprietary, recycler-friendly technology integrates directly into H.B. Fuller’s barrier coating portfolio, eliminating the need for EVOH and other non-recyclable or hard-to-recycle barrier layers. The solution enables mono-material structures that are significantly easier to recycle, reduces overall material use, and supports a lower environmental footprint across the packaging lifecycle—all while maintaining the shelf life and protection required for food and consumer goods. “This is about removing the biggest obstacles to recyclable packaging,” said Jim East, executive vice president of H.B. Fuller’s Hygiene, Health and Consumable (HHC) business. “This coating solution expands our already robust portfolio, enabling simpler, more recyclable packaging designs that reduce waste, lower carbon impact, and meet rising regulatory and consumer expectations, without compromise.” Beyond sustainability gains, the technology also streamlines structures and reduces reliance on costly, multi-layer materials, helping customers achieve both environmental and economic benefits in a single solution. The new capability positions H.B. Fuller to lead the transition toward circular, high-performance packaging. About H.B. Fuller As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260528980970/en/ media@hbfuller.com Original: H.B. Fuller Advances Sustainable Packaging, Enhancing Barrier Coating Solutions, with VerdaFresh, New Advanced Oxygen Barrier Technology

H.B. Fuller Issues Statement Regarding Value Creation StrategyMay 26, 2026 4:01 PM
Business Wire H.B. Fuller (NYSE: FUL) today issued the following statement: “Our Board and management team value the feedback of all shareholders and regularly engage with and listen to a diverse range of perspectives shared with the Company, as we have with Ancora. The H.B. Fuller management team is successfully executing on our stated strategy to reposition the business into a faster-growing and higher margin specialty adhesives player. Our team’s strong operational execution combined with a disciplined M&A strategy are how we will achieve our goals of greater than 20% adjusted EBITDA margins, low-teens ROIC and strong cash flow conversion. H.B. Fuller has a demonstrated track record of thoughtful and disciplined M&A. We operate in a highly fragmented market, which enables us to prudently acquire assets that enhance our scale, accelerate our evolution to higher growth and position us to quickly de-lever post-acquisition. Since the beginning of 2023, H.B. Fuller has successfully executed 13 acquisitions, which, collectively, have resulted in significant adjusted EBITDA growth and margin expansion through synergy capture, as outlined during our October 2025 Investor Day. For example, in the U.K. alone, we have acquired four businesses since 2022, representing $30 million of acquired adjusted EBITDA with approximately 13% adjusted EBITDA margins. Through delivery of synergies, we have collectively grown those businesses to more than $60 million in adjusted EBITDA with more than 23% adjusted EBITDA margins in three years. We have pursued this M&A strategy while balancing other capital allocation priorities. To that end, we have been methodically deleveraging our balance sheet over the past several years, including reducing our net debt to adjusted EBITDA ratio to 3.1x at the end of the first quarter versus 3.5x in the same period last year. H.B. Fuller remains open to assessing any and all paths to value creation and we are committed to both extremely disciplined M&A and deleveraging. Our recent disclosure regarding Advanced Medical Solutions Group plc (“AMS”) was required by the U.K. Takeover Code. We are engaged in discussions with AMS but there can be no certainty that a binding offer will be made. We will evaluate this transaction with the same rigor and care that we have applied to all of the other transactions that we have considered. We look forward to continued constructive conversations with our shareholders regarding our strategy and opportunities for value creation.” About H.B. Fuller: As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com. Safe Harbor for Forward-Looking Statements: Certain statements in this press release are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the impact on our margins and product demand due to inflationary pressures; our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; and similar matters. Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law. Regulation G: The information presented in this release regarding earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA, adjusted EBITDA margin, net debt and net debt-to-adjusted EBITDA do not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. View source version on businesswire.com: https://www.businesswire.com/news/home/20260526757583/en/ Investors:
Scott Jensen
investors@hbfuller.com Media
Nick Capuano / Liz Cohen
Kekst CNC
Keksthbfuller@kekstcnc.com Original: H.B. Fuller Issues Statement Regarding Value Creation Strategy

H.B. Fuller Increases Quarterly Dividend by 4.3 PercentApril 16, 2026 3:21 PM
Business Wire
H.B. Fuller Company (NYSE: FUL) today announced that its Board of Directors approved an increase in the Company’s regular quarterly cash dividend from $0.2350 per share of common stock to $0.2450 per share of common stock, payable on May 14, 2026 to shareholders of record at the close of business on April 30, 2026.


H.B. Fuller has paid quarterly cash dividends on its common stock for 58 consecutive years.


About H.B. Fuller


As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260416340684/en/
Scott Jensen

Investor Relations

investors@hbfuller.com


Original: H.B. Fuller Increases Quarterly Dividend by 4.3 Percent

H.B. Fuller Reports First Quarter 2026 ResultsMarch 25, 2026 4:05 PM
Business Wire
Reported EPS (diluted) of $0.38; Adjusted EPS (diluted) of $0.57, up 6% year-on-year


Net income of $21 million; Adjusted EBITDA of $119 million, up 4% year-on-year


Adjusted EBITDA margin of 15.4%, up 90 basis points year-on-year


Increases full-year revenue, adjusted EBITDA, and adjusted EPS guidance


H.B. Fuller Company (NYSE: FUL) today reported financial results for its first quarter that ended February 28, 2026.


First Quarter 2026 Noteworthy Items:



Net revenue was $771 million; organic revenue was down 6.6% year-on-year;



Gross margin was 30.6%; adjusted gross margin of 31.3% increased 170 basis points year-on-year driven by restructuring savings from Quantum Leap, the impact of acquisitions, and targeted price and raw material cost actions;



Net income was $21 million; adjusted EBITDA was $119 million, up 4% versus last year, with pricing and raw material cost actions more than offsetting the impact of lower volumes;



Adjusted EBITDA margin was 15.4%, up 90 basis points year-on-year;



Reported EPS (diluted) was $0.38; adjusted EPS (diluted) was $0.57, up 6% year-on-year, driven by higher adjusted net income and lower shares outstanding.



Summary of First Quarter 2026 Results:

The Company’s net revenue for the first quarter of fiscal 2026 was $771 million, down 2.3% versus the first quarter of fiscal 2025. Pricing increased net revenue by 0.6%, which was more than offset by lower volume, resulting in a 6.6% organic revenue decline year-on-year. Foreign currency translation and the impact of acquisitions increased net revenue by 3.6% and 0.7%, respectively.


Gross profit in the first quarter of fiscal 2026 was $236 million. Adjusted gross profit was $241 million. Adjusted gross profit margin of 31.3% increased 170 basis points year-on-year. The net impact of pricing and raw material cost actions, cost savings associated with Quantum Leap, and the impact of acquisitions drove the year-on-year increase in adjusted gross profit margin.


Selling, general and administrative (SG&A) expense was $184 million in the first quarter of fiscal 2026 and adjusted SG&A was $176 million, up 4% year-on-year. Adjusting for the impact of acquisitions and foreign exchange, adjusted SG&A was down slightly year-on-year, reflecting diligent expense management.


Net income attributable to H.B. Fuller for the first quarter of fiscal 2026 was $21 million. Adjusted net income attributable to H.B. Fuller for the first quarter of fiscal 2026 was $32 million. Reported EPS (diluted) was $0.38 and Adjusted EPS (diluted) was $0.57, up 6% year-on-year.


Adjusted EBITDA in the first quarter of fiscal 2026 was $119 million, up 4% year-on-year, driven principally by the net impact of pricing and raw material cost actions and restructuring savings.


“In the first quarter, we delivered on our profit commitment and executed with discipline in a challenging operating environment,” said Celeste Mastin, president and chief executive officer. “We continued to expand margins by leveraging our global sourcing strength and maintaining a focused approach to cost and portfolio management.”


“Looking ahead, the geopolitical instability in the Middle East adds significant complexity, disruption, and cost to global supply chains. H.B. Fuller is acting swiftly and decisively to ensure we are best positioned to maintain supply continuity for our customers. In addition, we recently announced a strategic pricing initiative to responsibly manage additional costs. This will allow us to further differentiate ourselves while we continue to advance our strategic priorities and create sustainable long-term value for our customers and shareholders.”


Balance Sheet and Working Capital:

Net debt at the end of the first quarter of fiscal 2026 was $1,968 million, down $106 million year-on-year. Net debt-to-adjusted EBITDA was 3.1X, consistent with fiscal year-end 2025 and down from 3.5X at the end of the first quarter of fiscal 2025.


Net working capital in the first quarter of fiscal 2026 was 19.0% as a percentage of annualized net revenue and increased $20 million sequentially versus the fourth quarter. Cash flow from operations improved $49 million year-on-year, primarily driven by higher income. As previously communicated, cash flow delivery for 2026 is expected to be weighted to the second half of the year.


Fiscal 2026 Outlook:

As a result of our year-to-date performance and current macroeconomic conditions, we are updating our previously communicated financial guidance for the following items for fiscal 2026:



Net revenue for fiscal 2026 is now expected to be up mid-single digits; organic revenue is now expected to be up low-single digits and the impact from foreign exchange is now expected to be positive 1% to 2%;



Adjusted EBITDA for fiscal 2026 is now expected to be in the range of $645 million to $675 million;



Adjusted EPS (diluted) is now expected to be in the range of $4.55 to $4.90;



Net revenue for the second quarter of 2026 is expected to be up low-single digits; adjusted EBITDA for the second quarter of 2026 is expected to be in the range of $175 million to $185 million.



Conference Call:

The Company will hold a conference call on March 26, 2026, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on March 26, 2026, to 10:59 p.m. CT on April 2, 2026. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505.


Regulation G:

The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2026 Outlook, which the company cannot reconcile to forward-looking GAAP results without unreasonable effort.


About H.B. Fuller:

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.


Safe Harbor for Forward-Looking Statements:

Certain statements in this press release are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of catastrophic events on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.


Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.



 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








CONSOLIDATED FINANCIAL INFORMATION








In thousands, except per share amounts (unaudited)









 






Three Months Ended






 






 






 






 






 






Three Months






 






 






 






 








 






February 28,




2026






 






Percent of




Net Revenue






 






 






Ended




March 1, 2025






 






 






Percent of




Net Revenue






 








Net revenue






 






$






770,844






 






 






 






100.0






%






 






$






788,663






 






 






 






100.0






%








Cost of sales






 






 






(534,796






)






 






 






(69.4






)%






 






 






(561,588






)






 






 






(71.2






)%








Gross profit






 






 






236,048






 






 






 






30.6






%






 






 






227,075






 






 






 






28.8






%








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Selling, general and administrative expenses






 






 






(184,450






)






 






 






(23.9






)%






 






 






(180,628






)






 






 






(22.9






)%








Other income, net






 






 






6,749






 






 






 






0.9






%






 






 






3,207






 






 






 






0.4






%








Interest expense






 






 






(32,871






)






 






 






(4.3






)%






 






 






(32,042






)






 






 






(4.1






)%








Interest income






 






 






2,073






 






 






 






0.3






%






 






 






1,100






 






 






 






0.1






%








Income before income taxes and income from equity method investments






 






 






27,549






 






 






 






3.6






%






 






 






18,712






 






 






 






2.4






%








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Income taxes






 






 






(7,422






)






 






 






(1.0






)%






 






 






(5,945






)






 






 






(0.8






)%








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Income from equity method investments






 






 






918






 






 






 






0.1






%






 






 






497






 






 






 






0.1






%








Net income including non-controlling interest






 






 






21,045






 






 






 






2.7






%






 






 






13,264






 






 






 






1.7






%








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Net income attributable to non-controlling interest






 






 






-






 






 






 






0.0






%






 






 






(16






)






 






 






(0.0






)%








Net income attributable to H.B. Fuller






 






$






21,045






 






 






 






2.7






%






 






$






13,248






 






 






 






1.7






%








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Basic income per common share attributable to H.B. Fuller






 






$






0.38






 






 






 






 






 






 






$






0.24






 






 






 






 






 








Diluted income per common share attributable to H.B. Fuller






 






$






0.38






 






 






 






 






 






 






$






0.24






 






 






 






 






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Weighted-average common shares outstanding:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Basic






 






 






54,731






 






 






 






 






 






 






 






54,998






 






 






 






 






 








Diluted






 






 






55,513






 






 






 






 






 






 






 






56,029






 






 






 






 






 








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands, except per share amounts (unaudited)









 






 






Three Months Ended






 








 






 






February 28,






 






 






March 1,






 








 






 






2026






 






 






2025






 








 






 






 






 






 






 






 






 






 








Net income attributable to H.B. Fuller






 






$






21,045






 






 






$






13,248






 








 






 






 






 






 






 






 






 






 








Adjustments:






 






 






 






 






 






 






 






 








Acquisition project costs1






 






 






931






 






 






 






9,828






 








Organizational realignment2






 






 






10,022






 






 






 






8,774






 








Project One3






 






 






3,053






 






 






 






3,064






 








Other






 






 






(95






)






 






 






-






 








Discrete tax items4






 






 






98






 






 






 






992






 








Income tax effect on adjustments5






 






 






(3,539






)






 






 






(5,909






)








Adjusted net income attributable to H.B. Fuller6






 






 






31,515






 






 






 






29,997






 








 






 






 






 






 






 






 






 






 








Add:






 






 






 






 






 






 






 






 








Interest expense






 






 






32,373






 






 






 






32,030






 








Interest income






 






 






(2,069






)






 






 






(1,100






)








Adjusted Income taxes






 






 






10,862






 






 






 






10,862






 








Depreciation and Amortization expense7






 






 






46,023






 






 






 






42,567






 








Adjusted EBITDA6






 






 






118,704






 






 






 






114,356






 








 






 






 






 






 






 






 






 






 








Diluted Shares






 






 






55,513






 






 






 






56,029






 








Adjusted diluted income per common share attributable to H.B. Fuller6






 






$






0.57






 






 






$






0.54






 








Revenue






 






$






770,844






 






 






$






788,663






 








Adjusted EBITDA margin6






 






15.4






%






 






14.5






%









1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $287 and $9,192 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums) and $644 and $636 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) for the three months ended February 28, 2026 and March 1, 2025, respectively.








2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs and the impact of accelerated depreciation. Organizational realignment includes $360 and $2,240 in professional fees related to legal entity and business structure changes, $2,820 and $1,172 in employee severance and other related costs, and $6,842 and $5,362 related to facility rationalization costs for the three months ended February 28, 2026 and March 1, 2025, respectively.








3 Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which has upgraded and standardized our information system.








4 Discrete tax items for the three months ended February 28, 2026 and the three months ended March 1, 2025 are related to various U.S. and foreign tax matters.








5 The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments.








6 Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








7 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($342) and ($30) for the three months ended February 28, 2026 and March 1, 2025, respectively.








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








SEGMENT FINANCIAL INFORMATION








In thousands (unaudited)









 






 






Three Months Ended






 








 






 






February 28,






 






 






March 1,






 








 






 






2026






 






 






2025






 








Net Revenue:






 






 






 






 






 






 






 






 








Hygiene, Health and Consumable Adhesives






 






$






346,527






 






 






$






368,225






 








Engineering Adhesives






 






 






242,448






 






 






 






236,758






 








Building Adhesive Solutions






 






 






181,869






 






 






 






183,680






 








Corporate unallocated






 






 






-






 






 






 






-






 








Total H.B. Fuller






 






$






770,844






 






 






$






788,663






 








 






 






 






 






 






 






 






 






 








Segment Operating Income (Loss):






 






 






 






 






 






 






 






 








Hygiene, Health and Consumable Adhesives






 






$






28,991






 






 






$






29,949






 








Engineering Adhesives






 






 






31,143






 






 






 






28,051






 








Building Adhesive Solutions






 






 






5,188






 






 






 






6,577






 








Corporate unallocated






 






 






(13,725






)






 






 






(18,130






)








Total H.B. Fuller






 






$






51,597






 






 






$






46,447






 








 






 






 






 






 






 






 






 






 








Adjusted EBITDA6






 






 






 






 






 






 






 






 








Hygiene, Health and Consumable Adhesives






 






$






48,037






 






 






$






46,891






 








Engineering Adhesives






 






 






48,159






 






 






 






44,188






 








Building Adhesive Solutions






 






 






21,609






 






 






 






21,803






 








Corporate unallocated






 






 






899






 






 






 






1,474






 








Total H.B. Fuller






 






$






118,704






 






 






$






114,356






 








 






 






 






 






 






 






 






 






 








Adjusted EBITDA Margin6






 






 






 






 






 






 






 






 








Hygiene, Health and Consumable Adhesives






 






 






13.9






%






 






 






12.7






%








Engineering Adhesives






 






 






19.9






%






 






 






18.7






%








Building Adhesive Solutions






 






 






11.9






%






 






 






11.9






%








Corporate unallocated






 






 






NMP







 






 






NMP









Total H.B. Fuller






 






 






15.4






%






 






 






14.5






%








 






 






 






 






 






 






 






 






 








NMP = non-meaningful percentage






 






 






 






 






 






 






 






 








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands, except per share amounts (unaudited)









 






Three Months Ended








 






February 28,






 






March 1,








 






2026






 






2025








Income before income taxes and income from equity method investments






$






27,549






 






$






18,712








 






 






 






 






 






 








Adjustments:






 






 






 






 






 








Acquisition project costs1






 






931






 






 






9,828








Organizational realignment2






 






10,022






 






 






8,774








Project One3






 






3,053






 






 






3,064








Other






 






(95)






 






 






-








Adjusted income before income taxes and income from equity method investments8






$






41,460






 






$






40,378









8 Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands, except per share amounts (unaudited)









 






 






Three Months Ended






 








 






 






February 28,






 






 






March 1,






 








 






 






2026






 






 






2025






 








Income Taxes






 






$






(7,422






)






 






$






(5,945






)








 






 






 






 






 






 






 






 






 








Adjustments:






 






 






 






 






 






 






 






 








Acquisition project costs1






 






 






(236






)






 






 






(2,680






)








Organizational realignment2






 






 






(2,550






)






 






 






(2,393






)








Project One3






 






 






(777






)






 






 






(836






)








Other






 






 






25






 






 






 






-






 








Discrete tax items4






 






 






98






 






 






 






992






 








Adjusted income taxes9






 






$






(10,862






)






 






$






(10,862






)








 






 






 






 






 






 






 






 






 








Adjusted income before income taxes and income from equity method investments






 






$






1,460






 






 






$






40,378






 








Adjusted effective income tax rate9






 






 






26.2






%






 






 






26.9






%









9 Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes is defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands (unaudited)









 






 






Three Months Ended






 








 






 






February 28,






 






 






March 1,






 








 






 






2026






 






 






2025






 








 






 






 






 






 






 






 






 






 








Net revenue






 






$






770,844






 






 






$






788,663






 








 






 






 






 






 






 






 






 






 








Gross profit






 






$






236,048






 






 






$






227,075






 








Gross profit margin






 






 






30.6






%






 






 






28.8






%








 






 






 






 






 






 






 






 






 








Adjustments:






 






 






 






 






 






 






 






 








Acquisition project costs1






 






 






-






 






 






 






607






 








Organizational realignment2






 






 






4,938






 






 






 






5,456






 








Project One3






 






 






-






 






 






 






94






 








Other






 






 






1






 






 






 






-






 








Adjusted gross profit10






 






$






240,987






 






 






$






233,232






 








Adjusted gross profit margin10






 






 






31.3






%






 






 






29.6






%









10 Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin is defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands (unaudited)









 






 






Three Months Ended






 








 






 






February 28,






 






 






March 1,






 








 






 






2026






 






 






2025






 








 






 






 






 






 






 






 






 






 








Selling, general and administrative expenses






 






$






(184,450






)






 






$






(180,628






)








 






 






 






 






 






 






 






 






 








Adjustments:






 






 






 






 






 






 






 






 








Acquisition project costs1






 






 






437






 






 






 






7,706






 








Organizational realignment2






 






 






3,888






 






 






 






1,296






 








Project One3






 






 






3,053






 






 






 






2,970






 








Other






 






 






1,401






 






 






 






-






 








Adjusted selling, general and administrative expenses11






 






$






(175,671






)






 






$






(168,656






)









11 Adjusted selling, general and administrative expenses is a non-GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands (unaudited)









 






Hygiene, Health






 






 






 






 






 






 






Building






 






 






 






 






 






 






 






 






 






 






 






 








Three Months Ended:






and Consumable






 






 






Engineering






 






 






Adhesive






 






 






 






 






 






 






Corporate






 






 






H.B. Fuller






 








February 28, 2026






Adhesives






 






 






Adhesives






 






 






Solutions






 






 






Total






 






 






Unallocated






 






 






Consolidated






 








Net income attributable to H.B. Fuller






$






31,484






 





 

$






32,237






 





 

$






8,061






 





 

$






71,782






 





 

$






(50,737






)





 

$






21,045






 








Adjustments:






 






 






 





 

 






 






 





 

 






 






 





 

 






 






 





 

 






 






 





 

 






 






 








Acquisition project costs1






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






931






 





 

 






931






 








Organizational realignment2






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






10,022






 





 

 






10,022






 








Project One3






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






3,053






 





 

 






3,053






 








Other






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






(95






)





 

 






(95






)








Discrete tax items4






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






98






 





 

 






98






 








Income tax effect on adjustments5






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






(3,539






)





 

 






(3,539






)








Adjusted net income attributable to H.B. Fuller6






 






31,484






 





 

 






32,237






 





 

 






8,061






 





 

 






71,782






 





 

 






(40,267






)





 

 






31,515






 








Add:






 






 






 





 

 






 






 





 

 






 






 





 

 






 






 





 

 






 






 





 

 






 






 








Interest expense






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






32,373






 





 

 






32,373






 








Interest income






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






(2,069






)





 

 






(2,069






)








Adjusted Income taxes






 






-






 





 

 






-






 





 

 






-






 





 

 






-






 





 

 






10,862






 





 

 






10,862






 








Depreciation and amortization expense7






 






16,553






 





 

 






15,922






 





 

 






13,548






 





 

 






46,023






 





 

 






-






 





 

 






46,023






 








Adjusted EBITDA6






$






48,037






 





 

$






48,159






 





 

$






21,609






 





 

$






117,805






 





 

$






899






 





 

$






118,704






 








Revenue






$






346,527






 





 

$






242,448






 





 

$






181,869






 





 

$






770,844






 





 

 






-






 





 

$






770,844






 








Adjusted EBITDA Margin6






 






13.9






%





 

 






19.9






%





 

 






11.9






%





 

 






15.3






%





 

NMP






 





 

 






15.4






%










 
 

















 



 






 






Hygiene, Health 






 






 






 






 






 






 






Building






 






 






 






 






 






 






 






 






 






 






 






 








Three Months Ended:






 






and Consumable 






 






 






Engineering






 






 






Adhesive






 






 






 






 






 






 






Corporate






 






 






H.B. Fuller






 








March 1, 2025






 






Adhesives






 






 






Adhesives






 






 






Solutions






 






 






Total






 






 






Unallocated






 






 






Consolidated






 








Net income attributable to H.B. Fuller






 






$






32,160






 







$






29,023






 







$






9,132






 







$






70,315






 







$






(57,067






)






 






$






13,248






 








Adjustments:






 






 






 






 







 






 






 







 






 






 







 






 






 







 






 






 






 






 






 






 








Acquisition project costs1






 






 






-






 







 






-






 







 






-






 







 






-






 







 






9,828






 






 






 






9,828






 








Organizational realignment2






 






 






-






 







 






-






 







 






-






 







 






-






 







 






8,774






 






 






 






8,774






 








Project One3






 






 






-






 







 






-






 







 






-






 







 






-






 







 






3,064






 






 






 






3,064






 








Other






 






 






-






 







 






-






 







 






-






 







 






-






 







 






-






 






 






 






-






 








Discrete tax items4






 






 






-






 







 






-






 







 






-






 







 






-






 







 






992






 






 






 






992






 








Income tax effect on adjustments5






 






 






-






 







 






-






 







 






-






 







 






-






 







 






(5,909






)






 






 






(5,909






)








Adjusted net income attributable to H.B. Fuller6






 






 






32,160






 







 






29,023






 







 






9,132






 







 






70,315






 







 






(40,318






)






 






 






29,997






 








Add:






 






 






 






 







 






 






 







 






 






 







 






 






 







 






 






 






 






 






 






 








Interest expense






 






 






-






 







 






-






 







 






-






 







 






-






 







 






2,030






 






 






 






32,030






 








Interest income






 






 






-






 







 






-






 







 






-






 







 






-






 







 






(1,100






)






 






 






(1,100






)








Adjusted Income taxes






 






 






-






 







 






-






 







 






-






 







 






-






 







 






10,862






 






 






 






10,862






 








Depreciation and amortization expense7






 






 






14,731






 







 






15,165






 







 






12,671






 







 






42,567






 







 






-






 






 






 






42,567






 








Adjusted EBITDA6






 






$






46,891






 







$






44,188






 







$






21,803






 







$






112,882






 







$






1,474






 






 






$






114,356






 








Revenue






 






$






368,225






 







$






236,758






 







$






183,680






 







$






788,663






 







 






-






 






 






$






788,663






 








Adjusted EBITDA Margin6






 






 






12.7






%







 






18.7






%







 






11.9






%







 






14.3






%







 






NMP






 






 






 






14.5






%









Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








NMP = Non-meaningful percentage








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








SEGMENT FINANCIAL INFORMATION








NET REVENUE GROWTH (DECLINE)








(unaudited)









 






 






Three Months Ended






 








 






 






February 28, 2026






 








Price






 






0.6






%








Volume






 






(7.2






)%








Organic Growth12






 






(6.6






)%








M&A






 






0.7






%








Constant currency






 






(5.9






)%








F/X






 






3.6






%








Total H.B. Fuller Net Revenue






 






(2.3






)%









Revenue growth versus 2025






 






Three Months Ended






 








 






 






February 28, 2026






 








 






 






Net




Revenue






 






 






F/X






 






 






Constant




Currency






 






 






M&A






 






 






Organic




Growth12






 








Hygiene, Health and Consumable Adhesives






 






 






(5.9






)%






 






 






3.4






%






 






 






(9.3






)%






 






 






0.8






%






 






 






(10.1






)%








Engineering Adhesives






 






 






2.4






%






 






 






3.3






%






 






 






(0.9






)%






 






 






1.1






%






 






 






(2.0






)%








Building Adhesive Solutions






 






 






(1.0






)%






 






 






4.1






%






 






 






(5.1






)%






 






 






0.0






%






 






 






(5.1






)%








Corporate Unallocated






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%








Total H.B. Fuller






 






 






(2.3






)%






 






 






3.6






%






 






 






(5.9






)%






 






 






0.7






%






 






 






(6.6






)%









12 We use the term “organic revenue” to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures.








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands (unaudited)









 






 






Three Months Ended






 






 






Trailing




Months13




Ended






 








 






 






May 31,




2025






 






 






August 30,




2025






 






 






November 29,




2025






 






 






February 28,




2026






 






 






February 28,




2026






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Net income attributable to H.B. Fuller






 






$






41,828






 






 






$






67,160






 






 






$






29,732






 






 






$






21,045






 






 






$






159,765






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Adjustments:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Acquisition project costs1






 






 






3,602






 






 






 






518






 






 






 






1,465






 






 






 






931






 






 






 






6,516






 








Organizational realignment2






 






 






6,635






 






 






 






4,620






 






 






 






11,396






 






 






 






10,022






 






 






 






32,673






 








Project One3






 






 






2,581






 






 






 






2,499






 






 






 






2,091






 






 






 






3,053






 






 






 






10,224






 








Other






 






 






44






 






 






 






1,711






 






 






 






37,400






 






 






 






(95






)






 






 






39,060






 








Discrete tax items14






 






 






13,961






 






 






 






(3,742






)






 






 






(3,743






)






 






 






98






 






 






 






6,574






 








Income tax effect on adjustments5






 






 






(3,999






)






 






 






(3,402






)






 






 






(7,745






)






 






 






(3,539






)






 






 






(18,685






)








Adjusted net income attributable to H.B. Fuller6






 






 






64,652






 






 






 






69,364






 






 






 






70,596






 






 






 






31,515






 






 






 






236,127






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Add:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Interest expense






 






 






34,484






 






 






 






33,369






 






 






 






32,547






 






 






 






32,373






 






 






 






132,773






 








Interest income






 






 






(854






)






 






 






(1,110






)






 






 






(1,756






)






 






 






(2,069






)






 






 






(5,789






)








Adjusted Income taxes






 






 






22,765






 






 






 






23,671






 






 






 






23,420






 






 






 






10,862






 






 






 






80,718






 








Depreciation and Amortization expense15






 






 






44,613






 






 






 






45,298






 






 






 






45,246






 






 






 






46,023






 






 






 






181,180






 








Adjusted EBITDA6






 






$






165,660






 






 






$






170,592






 






 






$






170,053






 






 






$






118,704






 






 






$






625,009






 









13 Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








14 Discrete tax items for the three months ended May 31, 2025 are primarily related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters. Discrete tax items for the three months ended August 30, 2025 are related to various U.S. and foreign tax matters. Discrete tax items for the year ended November 30, 2025 primarily relate to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U.S. and foreign tax matters. Discrete tax items for the three months ended February 28, 2026 are related to various U.S. and foreign tax matters.








15 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($70) for the three months ended May 31, 2025, ($261) for the three months ended August 30, 2025, ($234) for the three months ended November 29, 2025 and ($342) for the three months ended February 28, 2026.








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands (unaudited)









 






 






February 28,




2026






 






 






November 29,




2025






 






 






March 1,




2025






 








Total debt






 






$






2,076,062






 






 






$






2,016,937






 






 






$






2,179,997






 








Less: Cash and cash equivalents






 






 






107,877






 






 






 






107,213






 






 






 






105,743






 








Net debt16






 






$






1,968,185






 






 






$






1,909,724






 






 






$






2,074,254






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Trailing twelve months13 / Year ended Adjusted EBITDA






 






$






625,009






 






 






$






620,660






 






 






$






585,194






 








Net Debt-to-Adjusted EBITDA16






 






 






3.1






 






 






 






3.1






 






 






 






3.5






 









16 Net debt and net debt-to-adjusted EBITDA are non-GAAP financial measures. Net debt is defined as total debt less cash and cash equivalents. Net debt-to-adjusted EBITDA is defined as net debt divided by trailing twelve months adjusted EBITDA. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to total debt, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








 


 


 


 



H.B. FULLER COMPANY AND SUBSIDIARIES








REGULATION G RECONCILIATION








In thousands (unaudited)









 






 






February 28,




2026






 






 






November 29,




2025






 






 






March 1,




2025






 








Trade receivables, net






 






$






532,180






 






 






$






564,339






 






 






$






525,496






 








Inventory






 






 






506,776






 






 






 






471,963






 






 






 






468,323






 








Trade payables






 






 






453,035






 






 






 






470,132






 






 






 






450,401






 








Net working capital17






 






$






585,921






 






 






$






566,170






 






 






$






543,418






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Net revenue three months ended






 






$






770,844






 






 






$






894,788






 






 






$






788,663






 








Annualized net revenue17






 






 






3,083,376






 






 






 






3,579,151






 






 






 






3,154,652






 








 






 






 






 






 






 






 






 






 






 






 






 






 








Net working capital as a percentage of annualized revenue17






 






 






19.0






%






 






 






15.8






%






 






 






17.2






%









17 Net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue are non-GAAP financial measures. Net working capital is defined as trade receivables, net plus inventory less trade payables. Annualized net revenue is defined as net revenue for the three months ended on the date presented multiplied by four. Net working capital as a percentage of annualized net revenue is net working capital divided by annualized net revenue. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.








 


 


 


 



CONSOLIDATED BALANCE SHEETS








H.B. Fuller Company and Subsidiaries








(In thousands, except share and per share amounts)









 






 






February 28,






 






 






November 29,






 








 






 






2026






 






 






2025






 








Assets






 






 






 






 






 






 






 






 








Current assets:






 






 






 






 






 






 






 






 








Cash and cash equivalents






 






$






107,877






 






 






$






107,213






 








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






 






 






532,180






 






 






 






564,339






 








Inventories






 






 






506,776






 






 






 






471,963






 








Other current assets






 






 






128,502






 






 






 






119,750






 








Total current assets






 






 






1,275,335






 






 






 






1,263,265






 








 






 






 






 






 






 






 






 






 








Property, plant and equipment






 






 






2,009,591






 






 






 






1,956,209






 








Accumulated depreciation






 






 






(1,052,979






)






 






 






(1,020,948






)








Property, plant and equipment, net






 






 






956,612






 






 






 






935,261






 








 






 






 






 






 






 






 






 






 








Goodwill






 






 






1,697,468






 






 






 






1,680,059






 








Other intangibles, net






 






 






791,098






 






 






 






805,867






 








Other assets






 






 






499,784






 






 






 






498,254






 








Total assets






 






$






5,220,297






 






 






$






5,182,706






 








 






 






 






 






 






 






 






 






 








Liabilities, non-controlling interest and total equity






 






 






 






 






 






 






 






 








Current liabilities






 






 






 






 






 






 






 






 








Notes payable






 






$






-






 






 






$






-






 








Trade payables






 






 






453,035






 






 






 






470,132






 








Accrued compensation






 






 






69,254






 






 






 






114,302






 








Income taxes payable






 






 






20,313






 






 






 






25,018






 








Other accrued expenses






 






 






123,306






 






 






 






133,907






 








Total current liabilities






 






 






665,908






 






 






 






743,359






 








 






 






 






 






 






 






 






 






 








Long-term debt






 






 






2,076,062






 






 






 






2,016,937






 








Accrued pension liabilities






 






 






52,124






 






 






 






51,317






 








Other liabilities






 






 






360,898






 






 






 






367,899






 








Total liabilities






 






$






3,154,992






 






 






$






3,179,512






 








 






 






 






 






 






 






 






 






 








 






 






 






 






 






 






 






 






 








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 outstanding – 54,476,112 and 54,174,963 as of February 28, 2026 and November 29, 2025, respectively






 






$






54,476






 






 






$






54,175






 








Additional paid-in capital






 






 






309,114






 






 






 






298,017






 








Retained earnings






 






 






2,034,220






 






 






 






2,026,071






 








Accumulated other comprehensive loss






 






 






(332,505






)






 






 






(375,045






)








Total H.B. Fuller stockholders' equity






 






 






2,065,305






 






 






 






2,003,218






 








Non-controlling interest






 






 






-






 






 






 






(24






)








Total equity






 






 






2,065,305






 






 






 






2,003,194






 








Total liabilities, non-controlling interest and total equity






 






$






5,220,297






 






 






$






5,182,706






 








 


 


 


 



CONSOLIDATED STATEMENTS of CASH FLOWS








H.B. Fuller Company and Subsidiaries








(In thousands)









 






 






Three Months Ended






 








 






 






February 28, 2026






 






 






March 1, 2025






 








Cash flows from operating activities:






 






 






 






 






 






 






 






 








Net income including non-controlling interest






 






$






21,045






 






 






$






13,264






 








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






 






 






 






 






 






 






 






 








Depreciation






 






 






24,354






 






 






 






21,717






 








Amortization






 






 






22,011






 






 






 






20,880






 








Deferred income taxes






 






 






(2,422






)






 






 






5,837






 








Income from equity method investments, net of dividends received






 






 






(918






)






 






 






(497






)








Loss on the sale of a business






 






 






-






 






 






 






1,515






 








Loss (gain) on sale or disposal of assets






 






 






1,029






 






 






 






(46






)








Share-based compensation






 






 






5,348






 






 






 






4,708






 








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






 






 






 






 






 






 






 






 








Trade receivables, net






 






 






39,563






 






 






 






13,900






 








Inventories






 






 






(28,861






)






 






 






(27,122






)








Other assets






 






 






(3,224






)






 






 






(295






)








Trade payables






 






 






3,048






 






 






 






(14,272






)








Accrued compensation






 






 






(46,425






)






 






 






(37,913






)








Other accrued expenses






 






 






(12,537






)






 






 






(11,959






)








Income taxes payable






 






 






(12,699






)






 






 






(21,854






)








Accrued / prepaid pension






 






 






(1,862






)






 






 






(1,988






)








Other liabilities






 






 






(9,854






)






 






 






(311






)








Foreign currency remeasurement






 






 






(1,570






)






 






 






(18,471






)








Net cash used in operating activities






 






 






(3,974






)






 






 






(52,907






)








 






 






 






 






 






 






 






 






 








Cash flows from investing activities:






 






 






 






 






 






 






 






 








Purchased property, plant and equipment






 






 






(57,701






)






 






 






(32,984






)








Purchased businesses, net of cash acquired






 






 






-






-






 






 






(162,032






)








Proceeds from sale of property, plant and equipment






 






 






321






 






 






 






477






 








Purchase of cost method investment






 






 






-






 






 






 






(2,549






)








Proceeds from the sale of a business






 






 






-






 






 






 






75,727






 








Net cash used in investing activities






 






 






(57,380






)






 






 






(121,361






)








 






 






 






 






 






 






 






 






 








Cash flows from financing activities:






 






 






 






 






 






 






 






 








Proceeds from issuance of long-term debt






 






 






288,100






 






 






 






526,300






 








Repayment of long-term debt






 






 






(231,441






)






 






 






(359,535






)








Net payment of notes payable






 






 






-






 






 






 






(164






)








Dividends paid






 






 






(12,798






)






 






 






(12,193






)








Proceeds from stock options exercised






 






 






7,798






 






 






 






1,384






 








Repurchases of common stock






 






 






(2,922






)






 






 






(44,377






)








Net cash provided by financing activities






 






 






48,737






 






 






 






111,415






 








 






 






 






 






 






 






 






 






 








Effect of exchange rate changes on cash and cash equivalents






 






 






13,281






 






 






 






(756






)








Net change in cash and cash equivalents






 






 






664






 






 






 






(63,609






)








Cash and cash equivalents at beginning of period






 






 






107,213






 






 






 






169,352






 








Cash and cash equivalents at end of period






 






$






107,877






 






 






$






105,743






 















 










 


 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260325923945/en/
Scott Jensen

Investor Relations Contact

investors@hbfuller.com


Original: H.B. Fuller Reports First Quarter 2026 Results