FUL 10-Q
Fuller H B Co (FUL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number:
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company |
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b) of the Exchange Act. Yes
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the Registrant’s Common Stock, par value $1.00 per share, was
Quarterly Report on Form 10-Q
Table of Contents
| Page |
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| ITEM 1. |
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| Consolidated Balance Sheets as of August 29, 2026 and November 29, 2025 |
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| Consolidated Statements of Cash Flows for the nine months ended August 29, 2026 and August 30, 2025 |
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| ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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| ITEM 3. |
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| ITEM 4. |
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| ITEM 1. |
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| ITEM 1A. |
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| ITEM 2. |
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| ITEM 6. |
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Item 1. Financial Statements
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| August 29, | August 30, | August 29, | August 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income, net | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Income before income taxes and income from equity method investments | ||||||||||||||||
| Income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income from equity method investments | ||||||||||||||||
| Net income including non-controlling interest | ||||||||||||||||
| Net income attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Net income attributable to H.B. Fuller | $ | $ | $ | $ | ||||||||||||
| Earnings per share attributable to H.B. Fuller common stockholders: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted-average common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| August 29, | August 30, | August 29, | August 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income including non-controlling interest | $ | $ | $ | $ | ||||||||||||
| Other comprehensive income: | ||||||||||||||||
| Foreign currency translation | ||||||||||||||||
| Defined benefit pension plans adjustment, net of tax | ( | ) | ( | ) | ||||||||||||
| Interest rate swaps, net of tax | ( | ) | ( | ) | ||||||||||||
| Net investment hedges, net of tax | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income | ||||||||||||||||
| Comprehensive income | ||||||||||||||||
| Less: Comprehensive income attributable to non-controlling interest | ||||||||||||||||
| Comprehensive income attributable to H.B. Fuller | $ | $ | $ | $ | ||||||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
| August 29, | November 29, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable (net of allowances of $ and $, as of August 29, 2026 and November 29, 2025, respectively) | ||||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | ||||||||
| Goodwill | ||||||||
| Other intangibles, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities, non-controlling interest and total equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Income taxes payable | ||||||||
| Other accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Long-term debt | ||||||||
| Accrued pension liabilities | ||||||||
| Other liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 13) | ||||||||
| Equity | ||||||||
| H.B. Fuller stockholders' equity: | ||||||||
| Preferred stock ( shares outstanding) shares authorized – | ||||||||
| Common stock, par value $ per share, shares authorized – , shares issued and outstanding – and as of August 29, 2026 and November 29, 2025, respectively | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total H.B. Fuller stockholders' equity | ||||||||
| Non-controlling interest | ( | ) | ||||||
| Total equity | ||||||||
| Total liabilities, non-controlling interest and total equity | $ | $ | ||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Total Equity
(In thousands)
(Unaudited)
| H.B. Fuller Company Stockholders | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Common | Paid-in | Retained | Comprehensive | Non-Controlling | ||||||||||||||||||||
| Stock | Capital | Earnings | Income (Loss) | Interest | Total | |||||||||||||||||||
| Balance at November 29, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||
| Dividends | ( | ) | ( | ) | ||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation plans | ||||||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at February 28, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| Comprehensive income (loss) | ( | ) | ||||||||||||||||||||||
| Dividends | ( | ) | ( | ) | ||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation plans | ||||||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at May 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||
| Dividends | ( | ) | ( | ) | ||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation plans and other, net | ||||||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at August 29, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| H.B. Fuller Company Stockholders | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||
| Common | Paid-in | Retained | Comprehensive | Non-Controlling | ||||||||||||||||||||
| Stock | Capital | Earnings | Income (Loss) | Interest | Total | |||||||||||||||||||
| Balance at November 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||||||||||
| Dividends | ( | ) | ( | ) | ||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation plans | ||||||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at March 1, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||
| Dividends | ( | ) | ( | ) | ||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation plans | ||||||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||
| Dividends | ( | ) | ( | ) | ||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Share-based compensation plans and other, net | ||||||||||||||||||||||||
| Repurchases of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at August 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Nine Months Ended | ||||||||
| August 29, 2026 | August 30, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income including non-controlling interest | $ | $ | ||||||
| Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Loss from equity method investments, net of dividends received | ||||||||
| Loss on the sale of business | ||||||||
| Loss on impairment of intangible asset | ||||||||
| Gain on sale or disposal of assets | ( | ) | ( | ) | ||||
| Share-based compensation | ||||||||
| Pension and other post-retirement plan benefit | ( | ) | ( | ) | ||||
| Loss on debt extinguishment and bridge financing fees | ||||||||
| Unrealized gain on forward exchange contract related to a pending acquisition | ( | ) | ||||||
| Change in assets and liabilities, net of effects of acquisitions: | ||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued compensation | ( | ) | ( | ) | ||||
| Other accrued expenses | ||||||||
| Income taxes payable | ( | ) | ( | ) | ||||
| Pension plan assets and liabilities | ( | ) | ||||||
| Other liabilities | ( | ) | ||||||
| Foreign currency remeasurement | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchased property, plant and equipment | ( | ) | ( | ) | ||||
| Purchased businesses, net of cash acquired | ( | ) | ( | ) | ||||
| Payment of holdback on acquisitions | ( | ) | ||||||
| Proceeds from sale of property, plant and equipment | ||||||||
| Purchase of cost method investment | ( | ) | ||||||
| Proceeds from the sale of a business | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of long-term debt | ||||||||
| Repayment of long-term debt | ( | ) | ( | ) | ||||
| Payment of debt issuance costs | ( | ) | ( | ) | ||||
| Net payment of notes payable | ( | ) | ||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Proceeds from stock options exercised | ||||||||
| Repurchases of common stock | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
See accompanying Notes to Unaudited Consolidated Financial Statements.
H.B. FULLER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands, except per share amounts)
(Unaudited)
Note 1: Basis of Presentation
Overview
The accompanying unaudited interim Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows in conformity with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the results for the periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended November 29, 2025 as filed with the Securities and Exchange Commission.
New Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in our Consolidated Financial Statements. Our effective date of this ASU is our fiscal year ending December 2, 2028. We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. This guidance requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. Our effective date of this ASU is our fiscal year ending November 28, 2026. We are currently evaluating the impact of adopting this guidance on the related financial statement disclosures.
Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.
Supplier Finance Program
We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers' ability to finance payment obligations of the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The outstanding payment obligations that were confirmed as valid and remained outstanding as of August 29, 2026, and November 29, 2025, were approximately $
Short-term notes classified as long-term debt
As of August 29, 2026, the Company had
Note 2: Acquisitions
Pending Acquisition of Advanced Medical Solutions Group plc
On June 25, 2026, the Company issued an announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, disclosing that the board of directors of the Company and the board of directors of Advanced Medical Solutions Group plc (“AMS”) had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of AMS. The acquisition price values the entire issued and to be issued ordinary share capital of AMS at approximately
Dongguan Nako Technology Co., Ltd.
On August 26, 2026, we acquired certain assets of Dongguan Nako Technology Co., Ltd. ("Dongguan Nako") for a purchase price of
ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc.
On November 17, 2025, we completed the acquisition of ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc. ("ND Industries Turkey") for a purchase price of
ND Industries Asia, Inc.
On February 15, 2025, we acquired the assets of ND Industries Asia, Inc. ("ND Industries Taiwan") for a purchase price of
GEM S.r.l. and Medifill Limited
On January 15, 2025, we completed the acquisition of GEM S.r.l. (“GEM”) and on December 2, 2024, we completed the acquisition of Medifill Limited (Medifill) for a total purchase price of
Although they were independent transactions, the acquisitions of GEM and Medifill were accounted for as a single business combination under ASC 805, as they were negotiated concurrently and are economically interdependent. Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications. Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market for GEM. The acquisitions of GEM and Medifill established a European headquarters for our Medical Adhesives Technologies business and European production capabilities for our medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets. The acquisition fair value measurement was final as of February 28, 2026 and includes goodwill of $
Note 3: Restructuring Actions
Restructuring Plans
During fiscal year 2023, the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses. The Plans were implemented in the second quarter of fiscal year 2023 and are expected to be completed during fiscal year 2026. In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $
The following table summarizes the pre-tax distribution of charges under these restructuring plans by income statement classification:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| August 29, 2026 | August 30, 2025 | August 29, 2026 | August 30, 2025 | |||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||
| Selling, general and administrative | ( | ) | ||||||||||||||
| Other expense, net | ( | ) | ||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The restructuring charges are recorded in Corporate Unallocated for segment reporting purposes.
A summary of the other restructuring liability is presented below:
| Employee-Related | Asset-Related | Other | Total | |||||||||||||
| Balance at November 30, 2024 | $ | $ | $ | $ | ||||||||||||
| Expenses incurred | ( | ) | ||||||||||||||
| Non-cash charges | ( | ) | ( | ) | ||||||||||||
| Cash payments | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign currency translation | ||||||||||||||||
| Balance at November 29, 2025 | $ | $ | $ | $ | ||||||||||||
| Expenses incurred | ||||||||||||||||
| Non-cash charges | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash payments | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign currency translation | ||||||||||||||||
| Balance at August 29, 2026 | $ | $ | $ | $ | ||||||||||||
Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets, impairments of certain long-lived assets, the recording of an inventory provision related to the discontinuance of certain products, and inventory disposals. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.
Other Restructuring
The Company approved restructuring actions related to global footprint optimization during the fourth quarter of 2025. The Company incurred $
The following table summarizes the pre-tax distribution of charges under these restructuring actions by income statement classification:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| August 29, 2026 | August 30, 2025 | August 29, 2026 | August 30, 2025 | |||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Other income, net | ( | ) | ( | ) | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
The restructuring charges are recorded in Corporate Unallocated for segment reporting purposes.
A summary of the restructuring liability is presented below:
| Employee-Related | Asset-Related | Other | Total | |||||||||||||
| Balance at November 30, 2024 | $ | $ | $ | $ | ||||||||||||
| Expenses incurred | ||||||||||||||||
| Balance at November 29, 2025 | $ | $ | $ | $ | ||||||||||||
| Expenses incurred | ||||||||||||||||
| Non-cash charges | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash payments | ( | ) | ( | ) | ||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||||||
| Balance at August 29, 2026 | $ | $ | $ | $ | ||||||||||||
Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets and impairments of certain long-lived assets. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.
Note 4: Inventory
The composition of inventory is as follows:
| August 29, | November 29, | |||||||
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventory | $ | $ | ||||||
Note 5: Goodwill and Other Intangible Assets
The goodwill activity by reportable segment for the nine months ended August 29, 2026 is presented below:
| Hygiene, Health | Building | |||||||||||||||
| and Consumable | Engineering | Adhesive | ||||||||||||||
| Adhesives | Adhesives | Solutions | Total | |||||||||||||
| Balance at November 29, 2025 | $ | $ | $ | $ | ||||||||||||
| Acquisitions | ||||||||||||||||
| Foreign currency translation effect | ( | ) | ||||||||||||||
| Balance at August 29, 2026 | $ | $ | $ | $ | ||||||||||||
Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows:
| August 29, 2026 | ||||||||||||||||
| Purchased | ||||||||||||||||
| Technology | Customer | |||||||||||||||
| Amortizable Intangible Assets | and Patents | Relationships | Trade Names | Total | ||||||||||||
| Original cost | $ | $ | $ | $ | ||||||||||||
| Accumulated amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net identifiable intangibles | $ | $ | $ | $ | ||||||||||||
| November 29, 2025 | ||||||||||||||||
| Purchased | ||||||||||||||||
| Technology | Customer | |||||||||||||||
| Amortizable Intangible Assets | and Patents | Relationships | Trade Names | Total | ||||||||||||
| Original cost | $ | $ | $ | $ | ||||||||||||
| Impairment | ( | ) | ( | ) | ||||||||||||
| Accumulated amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net identifiable intangibles | $ | $ | $ | $ | ||||||||||||
Amortization expense with respect to amortizable intangible assets was $
Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years is as follows:
| Remainder | ||||||||||||||||||||||||
| Fiscal Year | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The above amortization expense forecast is an estimate. Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, potential impairment, accelerated amortization or other events.
Note 6: Long-Term Debt
On July 17, 2026, we entered into Amendment No. 3 (the “Amendment”) to our Second Amended and Restated Credit Agreement dated as of February 15, 2023, as previously amended which replaced our senior secured term loan A facility (“Term Loan A”) and our senior secured multicurrency revolving credit facility (“Revolver”). Our Term Loan A was refinanced changing the aggregate principal amount to $
On June 25, 2026, we entered into (i) a Term Loan and Revolving Facility Secured Bridge Credit Agreement (“Secured Bridge Credit Agreement”) and (ii) a Term Loan Unsecured Bridge Credit Agreement (“Unsecured Bridge Credit Agreement”) to provide us certain borrowings in an aggregate amount of up to $
The Secured Bridge Credit Agreement included term commitments of $
The Unsecured Bridge Credit Agreement includes $
Note 7: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans
| Three Months Ended August 29, 2026 and August 30, 2025 | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Pension Benefits | Postretirement | |||||||||||||||||||||||
| U.S. Plans | Non-U.S. Plans | Benefits | ||||||||||||||||||||||
| Net periodic (benefit) cost: | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||
| Expected return on assets | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Amortization: | ||||||||||||||||||||||||
| Prior service cost | ||||||||||||||||||||||||
| Actuarial loss (gain) | ( | ) | ( | ) | ||||||||||||||||||||
| Net periodic (benefit) cost | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||
| Nine Months Ended August 29, 2026 and August 30, 2025 | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Pension Benefits | Postretirement | |||||||||||||||||||||||
| U.S. Plans | Non-U.S. Plans | Benefits | ||||||||||||||||||||||
| Net periodic (benefit) cost: | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||
| Expected return on assets | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Amortization: | ||||||||||||||||||||||||
| Prior service cost | ||||||||||||||||||||||||
| Actuarial loss (gain) | ( | ) | ( | ) | ||||||||||||||||||||
| Settlement charge | ||||||||||||||||||||||||
| Net periodic (benefit) cost | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||
Service cost is included with employee compensation cost in cost of sales and selling, general and administrative expenses in the Consolidated Statements of Income. The components of our net periodic defined benefit pension and postretirement benefit costs other than service cost are presented in other income, net in the Consolidated Statements of Income.
Note 8: Accumulated Other Comprehensive Income (Loss)
The following table provides details of total comprehensive income (loss):
| Three Months Ended August 29, 2026 | Three Months Ended August 30, 2025 | |||||||||||||||||||||||||||||||
| Non- | Non- | |||||||||||||||||||||||||||||||
| controlling | controlling | |||||||||||||||||||||||||||||||
| H.B. Fuller Stockholders | Interest | H.B. Fuller Stockholders | Interest | |||||||||||||||||||||||||||||
| Pre-tax | Tax | Net | Net | Pre-tax | Tax | Net | Net | |||||||||||||||||||||||||
| Net income attributable to H.B. Fuller and non-controlling interest | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Foreign currency translation¹ | $ | $ | - | $ | $ | - | ( | ) | ||||||||||||||||||||||||
| Defined benefit pension plans adjustment² | ( | ) | ( | ) | - | ( | ) | - | ||||||||||||||||||||||||
| Interest rate swaps³ | ( | ) | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||
| Net investment hedges³ | ( | ) | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||
| Other comprehensive income | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Nine Months Ended August 29, 2026 | Nine Months Ended August 30, 2025 | |||||||||||||||||||||||||||||||
| Non- | Non- | |||||||||||||||||||||||||||||||
| controlling | controlling | |||||||||||||||||||||||||||||||
| H.B. Fuller Stockholders | Interest | H.B. Fuller Stockholders | Interest | |||||||||||||||||||||||||||||
| Pretax | Tax | Net | Net | Pretax | Tax | Net | Net | |||||||||||||||||||||||||
| Net income attributable to H.B. Fuller and non-controlling interest | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Foreign currency translation¹ | $ | $ | - | $ | $ | - | ||||||||||||||||||||||||||
| Defined benefit pension plans adjustment² | ( | ) | ( | ) | - | ( | ) | - | ||||||||||||||||||||||||
| Interest rate swaps³ | ( | ) | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||
| Net investment hedges³ | ( | ) | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||
| Other comprehensive income | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
1 Income taxes are not provided for foreign currency translation relating to indefinite investments in international subsidiaries.
2 Amounts reclassified from accumulated other comprehensive loss into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales, selling general and administrative expense and other income, net.
3 Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.
The components of accumulated other comprehensive loss are as follows:
| August 29, 2026 | ||||||||||||
| Non- | ||||||||||||
| H.B. Fuller | controlling | |||||||||||
| Total | Stockholders | Interest | ||||||||||
| Foreign currency translation adjustment | $ | ( | ) | $ | ( | ) | $ | |||||
| Defined benefit pension plans adjustment, net of taxes of $ | ( | ) | ( | ) | ||||||||
| Interest rate swaps, net of taxes of $ | ( | ) | ( | ) | ||||||||
| Net investment hedges, net of taxes of $ | ( | ) | ( | ) | ||||||||
| Reclassification of AOCI tax effects | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive loss | $ | ( | ) | $ | ( | ) | $ | |||||
| November 29, 2025 | ||||||||||||
| Non- | ||||||||||||
| H.B. Fuller | controlling | |||||||||||
| Total | Stockholders | Interest | ||||||||||
| Foreign currency translation adjustment | $ | ( | ) | $ | ( | ) | $ | |||||
| Defined benefit pension plans adjustment, net of taxes of $ | ( | ) | ( | ) | ||||||||
| Interest rate swaps, net of taxes of $ | ( | ) | ( | ) | ||||||||
| Net investment hedges, net of taxes of $ | ( | ) | ( | ) | ||||||||
| Reclassification of AOCI tax effects | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive (loss) income | $ | ( | ) | $ | ( | ) | $ | |||||
Note 9: Income Taxes
Income tax expense for the three and nine months ended August 29, 2026 includes $
Income tax expense for the three and nine months ended August 30, 2025 includes $
As of August 29, 2026, we had a liability of $
Note 10 Earnings Per Share
A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| August 29, | August 30, | August 29, | August 30, | |||||||||||||
| (Shares in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Weighted-average common shares - basic | ||||||||||||||||
| Equivalent shares from share-based compensations plans | ||||||||||||||||
| Weighted-average common and common equivalent shares diluted | ||||||||||||||||
Basic earnings per share is calculated by dividing net income attributable to H.B. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding shares, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award and (b) the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share.
Share-based compensation awards of
Note 11: Financial Instruments
Overview
As a result of being a global enterprise, foreign currency exchange rates and fluctuations in those rates may affect the Company's net investment in foreign subsidiaries and our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables.
We use foreign currency forward contracts, cross-currency swaps, interest rate swaps and net investment hedges to manage risks associated with foreign currency exchange rates and interest rates. We do not hold derivative financial instruments of a speculative nature or for trading purposes. We record derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statement of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. We evaluate hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. Hedge ineffectiveness, if any, is recorded in earnings.
We are exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. We select investment-grade multinational banks and financial institutions as counterparties for derivative transactions and monitor the credit quality of each of these banks on a periodic basis as warranted. We do not anticipate nonperformance by any of these counterparties, and valuation allowances, if any, are de minimis.
Cash Flow Hedges
On January 12, 2023, we entered into an interest rate swap agreement to convert $
On March 16, 2023, we entered into an interest rate swap agreement to convert $
On March 16, 2023, we entered into an interest rate swap agreement to convert $
The amounts of pretax income (loss) recognized in Other Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| August 29, 2026 | August 30, 2025 | August 29, 2026 | August 30, 2025 | |||||||||||||
| Interest rate swap contracts | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
Fair Value Hedges
On February 12, 2021, we entered into interest rate swap agreements to convert our $
Net Investment Hedges
On June 15, 2026, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of maturing in June 2030. On March 25, 2026, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of maturing in March 2029. On October 17, 2022, we entered into a float-to-float cross-currency interest rate swap agreement with a notional amount of maturing in October 2028. On October 20, 2022, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of with tranches maturing in August 2025, August 2026 and February 2027. On July 18, 2025, we amended the agreement for the two tranches of the fixed-to-fixed cross-currency interest rate swap, of each, that matured in August 2025 to a maturity date of February 2027. Then on August 15, 2026 we amended the agreement of another tranche of the fixed-to-fixed cross-currency interest rate swap, of that matured in August 2026 to a maturity date of February 2028. On June 30, 2023, 1-month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association (ISDA) took effect as outlined in the interest rate swap agreement. As a result, the 1-month LIBOR leg of the float-to-float agreement was converted to Overnight SOFR plus
The swaps are designated as net investment hedges for accounting treatment. The net gains or losses attributable to changes in spot exchange rates are recorded in the cumulative translation adjustment within other comprehensive income. The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency swaps was an after-tax loss of $
Derivatives Not Designated as Hedging Instruments
We use foreign currency forward contracts to offset our exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries that are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Foreign currency forward contracts are recorded as assets and liabilities on the balance sheet at fair value. Changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities. See Note 12 for the fair value amounts of these derivative instruments. As of August 29, 2026, we had forward foreign currency contracts maturing between August 31, 2026 and June 2, 2027. The mark-to-market effect associated with these contracts was largely offset by the underlying transaction gains and losses resulting from the foreign currency exposures for which these contracts relate.
The amounts of pretax gains recognized in other income, net related to these derivative instruments not designated as hedging instruments for the nine months ended August 29, 2026 and August 30, 2025 were $
Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries. As of August 29, 2026, there were no significant concentrations of credit risk.
Note 12: Fair Value Measurements
Overview
Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
| ● | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
| ● | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |
| ● | Level 3: Unobservable inputs that reflect management’s assumptions, and include situations where there is little, if any, market activity for the asset or liability. |
Balances Measured at Fair Value on a Recurring Basis
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of August 29, 2026 and November 29, 2025, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
| August 29, | Fair Value Measurements Using: | |||||||||||||||
| Description | 2026 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Marketable securities | $ | $ | $ | $ | ||||||||||||
| Foreign exchange contract assets | ||||||||||||||||
| Interest rate swaps, cash flow hedge assets | ||||||||||||||||
| Forward exchange contract related to a pending acquisition | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Foreign exchange contract liabilities | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps, fair value hedge liabilities | ||||||||||||||||
| Net investment hedge liabilities | ||||||||||||||||
| Contingent consideration and holdback liabilities | ||||||||||||||||
| November 29, | Fair Value Measurements Using: | |||||||||||||||
| Description | 2025 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Marketable securities | $ | $ | $ | $ | ||||||||||||
| Foreign exchange contract assets | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Foreign exchange contract liabilities | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps, cash flow hedge liabilities | ||||||||||||||||
| Interest rate swaps, fair value hedge liabilities | ||||||||||||||||
| Net investment hedge liabilities | ||||||||||||||||
| Holdback liability | ||||||||||||||||
As of August 29, 2026, the fair value of our Level 3 liabilities includes a holdback liability of $
| Amounts | ||||
| Balance at November 29, 2025 | $ | |||
| Payment of holdback liability | ( | ) | ||
| Additions | ||||
| Interest | ||||
| Foreign currency translation adjustment | ||||
| Balance at August 29, 2026 | $ | |||
Balances Measured at Fair Value on a Nonrecurring Basis
We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets include intangible assets acquired in an acquisition. The identified intangible assets of customer relationships, technology and tradenames acquired in connection with our acquisitions were measured using unobservable (Level 3) inputs. The fair value of the intangible assets was calculated using either the income or cost approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, attrition rate, royalty rate and discount rate.
See Note 2 for further discussion regarding our acquisitions.
Balances Disclosed at Fair Value
Long-term debt had an estimated fair value of $
Note 13: Commitments and Contingencies
Environmental Matters
We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and/or similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded of $
While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.
Other Legal Proceedings
From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not have a material adverse effect on our results of operations, financial condition or cash flow.
We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 35 years ago. The plaintiffs generally bring these lawsuits against multiple defendants and seek damages (both actual and punitive) in very large amounts. In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable injuries or that the injuries suffered were the result of exposure to products manufactured by us. We are typically dismissed as a defendant in such cases without payment. If the plaintiff presents evidence indicating that compensable injury occurred as a result of exposure to our products, the case is generally settled for an amount that reflects the seriousness of the injury, the length, intensity and character of exposure to products containing asbestos, the number and solvency of other defendants in the case, and the jurisdiction in which the case has been brought.
A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third parties, including indemnification pursuant to the provisions of a 1976 agreement under which we acquired a business from a third party. Currently, this third party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to the third party.
In addition to the indemnification arrangements with third parties, we have insurance policies that generally provide coverage for asbestos liabilities, including defense costs. Historically, insurers have paid a significant portion of our defense costs and settlements in asbestos-related litigation. However, certain of our insurers are insolvent. We have entered into cost-sharing agreements with our insurers that provide for the allocation of defense costs and settlements and judgments in asbestos-related lawsuits. These agreements require, among other things, that we fund a share of settlements and judgments allocable to years in which the responsible insurer is insolvent.
A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows:
| Nine Months Ended | 3 Years Ended | |||||||||||
| August 29, 2026 | August 30, 2025 | November 29, 2025 | ||||||||||
| Lawsuits and claims settled | ||||||||||||
| Settlement amounts | $ | $ | $ | |||||||||
| Insurance payments received or expected to be received | $ | $ | $ | |||||||||
We do not believe that it would be meaningful to disclose the aggregate number of asbestos-related lawsuits filed against us because relatively few of these lawsuits are known to involve exposure to asbestos-containing products that we manufactured. Rather, we believe it is more meaningful to disclose the number of lawsuits that are settled and result in a payment to the plaintiff. To the extent we can reasonably estimate the amount of our probable liabilities for pending asbestos-related claims, we establish a financial provision and a corresponding receivable for insurance recoveries.
In February 2024, the named plaintiffs in Rouse et al. v. H.B. Fuller Company et al. filed a third amended complaint in their lawsuit against the Company and one of its subsidiaries, which was initiated in September 2022. The suit is pending in the federal District of Minnesota and seeks damages arising from property damage attributed to alleged defects in grout sold by the Company’s divested North America Flooring business. As previously disclosed, the Company and the plaintiffs agreed in principle to settle this matter for up to $
Note 14: Share Repurchase Program
On April 22, 2022, the Board of Directors authorized a share repurchase program of up to $
During the third quarter ended August 29, 2026 there were
During the third quarter of 2025, there were
Note 15: Segments
Our reportable operating segments consist of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. Revenue and Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as net income before interest, income taxes, and depreciation and amortization, adjusted for other items within a relevant period which are not reflective of the segment’s operating performance in the period. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment. Consistent with our internal management reporting, Corporate Unallocated includes and Adjusted EBITDA excludes amounts related to business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of a global Enterprise Resource Planning ("ERP") system that we refer to as Project ONE. Corporate assets are not allocated to the operating segments. See below for a reconciliation of Adjusted EBITDA to net income attributable H.B. Fuller as reflected in the Consolidated Statements of Income.
The business components within each operating segment are managed to maximize the results of the overall operating segment rather than the results of any individual business component of the operating segment. Results of individual components of each operating segment are subject to numerous allocations of segment-wide costs that may or may not have been focused on that particular component for a particular reporting period. The costs for these allocated resources are not tracked on a “where-used” basis as financial performance is assessed at the total operating segment level.
Reportable operating segment financial information is as follows:
| Hygiene, Health | Building | |||||||||||||||||||||||
| Three Months Ended: | and Consumable | Engineering | Adhesive | Segment | Corporate | H.B. Fuller | ||||||||||||||||||
| August 29, 2026 | Adhesives | Adhesives | Solutions | Total | Unallocated | Consolidated | ||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Segment expenses and other items 1 | ( | ) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Capital Expenditures | ||||||||||||||||||||||||
| Hygiene, Health | Building | |||||||||||||||||||||||
| Three Months Ended: | and Consumable | Engineering | Adhesive | Segment | Corporate | H.B. Fuller | ||||||||||||||||||
| August 30, 2025 | Adhesives | Adhesives | Solutions | Total | Unallocated | Consolidated | ||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Segment expenses and other items 1 | ( | ) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Capital Expenditures | ||||||||||||||||||||||||
| Hygiene, Health | Building | |||||||||||||||||||||||
| Nine Months Ended | and Consumable | Engineering | Adhesive | Segment | Corporate | H.B. Fuller | ||||||||||||||||||
| August 29, 2026 | Adhesives | Adhesives | Solutions | Total | Unallocated | Consolidated | ||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Segment expenses and other items 1 | ( | ) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Capital Expenditure | ||||||||||||||||||||||||
| Hygiene, Health | Building | |||||||||||||||||||||||
| Nine Months Ended | and Consumable | Engineering | Adhesive | Segment | Corporate | H.B. Fuller | ||||||||||||||||||
| August 30, 2025 | Adhesives | Adhesives | Solutions | Total | Unallocated | Consolidated | ||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Segment expenses and other items 1 | ( | ) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Capital Expenditure | ||||||||||||||||||||||||
1 Segment expenses and other items for all segments primarily include raw material costs, compensation and benefits, delivery expense, rent and lease expense, professional services, travel and entertainment, repairs and maintenance and other manufacturing overhead.
Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| August 29, | August 30, | August 29, | August 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income attributable to H.B. Fuller | $ | $ | $ | $ | ||||||||||||
| Adjustments: | ||||||||||||||||
| Acquisition project costs | ( | ) | ( | ) | ||||||||||||
| Organizational realignment | ||||||||||||||||
| Project One | ||||||||||||||||
| Other1 | ||||||||||||||||
| Discrete tax items | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax effect on adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Adjusted net income attributable to H.B. Fuller | ||||||||||||||||
| Add: | ||||||||||||||||
| Interest expense2 | ||||||||||||||||
| Interest income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Adjusted Income taxes | ||||||||||||||||
| Depreciation and Amortization expense3 | ||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||
1 Other for the three and nine months ended August 29, 2026 includes debt extinguishment and bridge financing costs related to a pending acquisition of $
2 Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
3 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
We view the following disaggregation of net revenue by geographic region as useful to understanding the composition of revenue recognized during the respective reporting periods:
| Three Months Ended August 29, 2026 | ||||||||||||||||
| Hygiene, Health | Building | |||||||||||||||
| and Consumable | Engineering | Adhesive | Segment | |||||||||||||
| Adhesives | Adhesives | Solutions | Total | |||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||
| EIMEA | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Three Months Ended August 30, 2025 | ||||||||||||||||
| Hygiene, Health | Building | |||||||||||||||
| and Consumable | Engineering | Adhesive | Segment | |||||||||||||
| Adhesives | Adhesives | Solutions | Total | |||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||
| EIMEA | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Nine Months Ended August 29, 2026 | ||||||||||||||||
| Hygiene, Health | Building | |||||||||||||||
| and Consumable | Engineering | Adhesive | Segment | |||||||||||||
| Adhesives | Adhesives | Solutions | Total | |||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||
| EIMEA | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Nine Months Ended August 30, 2025 | ||||||||||||||||
| Hygiene, Health | Building | |||||||||||||||
| and Consumable | Engineering | Adhesive | Segment | |||||||||||||
| Adhesives | Adhesives | Solutions | Total | |||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||
| EIMEA | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended November 29, 2025, for important background information related to our business.
Net revenue in the third quarter of 2026 increased 5.2 percent from the third quarter of 2025. The increase was due to a 7.4 percent increase due to pricing, a 0.7 percent increase due to positive currency effects and a 0.1 percent increase due to acquisitions, partially offset by a 3.0 percent decrease due to sales volume compared to the third quarter of 2025. The positive currency effect was primarily driven by a stronger Chinese renminbi, Brazilian real, Australian dollar, Mexican peso and Colombian peso partially offset by a weaker Indian rupee, Euro, and Turkish lira compared to the U.S. dollar. Gross profit margin increased 120 basis points primarily due to higher product pricing and the impact of restructuring actions.
Net revenue in the first nine months of 2026 increased 3.1 percent from the first nine months of 2025. The increase was due to a 3.7 percent increase due to pricing, a 2.4 percent increase due to positive currency effects and a 0.3 percent increase due to acquisitions, partially offset by a 3.3 percent decrease due to sales volume compared to the first nine months of 2025. The positive currency effect was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, Mexican peso, Australian dollar and British pound partially offset by a weaker Indian rupee and Turkish lira compared to the U.S. dollar. Gross profit margin increased 160 basis points primarily due to higher product pricing and the impact of acquisitions and restructuring actions.
Net income attributable to H.B. Fuller in the third quarter of 2026 was $79.2 million compared to $67.2 million in the third quarter of 2025. Diluted earnings per share for the third quarter of 2026 was $1.44 per share compared to $1.22 per share for the third quarter of 2025.
Net income attributable to H.B. Fuller in the first nine months of 2026 was $168.0 million compared to $122.2 million in the first nine months of 2025. Diluted earnings per share for the first nine months of 2026 was $3.05 per share compared to $2.21 per share for the first nine months of 2025.
Adjusted EBITDA in the third quarter of 2026 increased 9.4 percent from the third quarter of 2025, primarily due to higher gross profit, partially offset by higher compensation expense.
Adjusted EBITDA in the first nine months of 2026 increased 8.0 percent from the first nine months of 2025, primarily due to higher gross profit, partially offset by higher compensation expense.
Restructuring Plans
During fiscal year 2023, the Company approved restructuring plans (the “Plans”) related to organizational changes and other actions to optimize operations and integrate acquired businesses. In implementing the Plans, the Company currently expects to incur costs of approximately $87.0 million to $90.0 million ($59.2 million to $61.4 million after tax), which include (i) cash expenditures of approximately $51.0 million to $52.0 million ($34.8 million to $35.5 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans. We have incurred costs of $85.2 million under the Plans as of August 29, 2026. Remaining cash payments will continue for the remainder of fiscal year 2026.
The Company approved restructuring actions related to global footprint optimization during the fourth quarter of 2025. In implementing these restructuring actions, the Company currently expects to incur costs of approximately $45.0 million to $50.0 million ($33.3 million to $37.0 million after tax), which include (i) cash expenditures of approximately $14.0 million to $16.0 million ($10.4 million to $11.8 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to optimizing the Company’s footprint and the payment of anticipated income taxes in certain jurisdictions related to the other restructuring actions. We have incurred costs of $11.6 million under the other restructuring actions as of August 29, 2026. The restructuring actions related to global footprint optimization began to be implemented in the fourth quarter of 2025 and are currently expected to be completed during fiscal year 2028. Restructuring costs are expected to be incurred over the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2026 and 2027.
Results of Operations
Net revenue:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Net revenue |
$ | 938.2 | $ | 892.0 | 5.2 | % | $ | 2,659.3 | $ | 2,578.8 | 3.1 | % | ||||||||||||
We review variances in net revenue in terms of changes related to sales volume and product pricing (referred to as organic revenue growth), business acquisitions/divestitures (“M&A”) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for the third quarter and first nine months of 2026 compared to the third quarter and first nine months of 2025:
| Three Months Ended |
Nine Months Ended |
|||||||
| August 29, 2026 vs. August 30, 2025 |
August 29, 2026 vs. August 30, 2025 |
|||||||
| Organic revenue growth |
4.4 | % | 0.4 | % | ||||
| M&A |
0.1 | % | 0.3 | % | ||||
| Currency |
0.7 | % | 2.4 | % | ||||
| Net revenue growth |
5.2 | % | 3.1 | % | ||||
Organic revenue increased 4.4 percent in the third quarter of 2026 compared to the third quarter of 2025 and consisted of a 6.4 percent increase in Hygiene, Health and Consumable Adhesives, a 5.2 percent increase in Building Adhesive Solutions and a 0.7 percent increase in Engineering Adhesives. The overall increase was driven by a 7.4 percent increase in product pricing, partially offset by a 3.0 percent decrease in sales volume. The 0.1 percent increase from M&A was due to the acquisition of ND Industries Turkey, discussed further in Operating Segment Results below. The positive 0.7 percent foreign currency impact was primarily driven by a stronger Chinese renminbi, Brazilian real, Australian dollar, Mexican peso and Colombian peso partially offset by a weaker Indian rupee, Euro, and Turkish lira compared to the U.S. dollar.
Organic revenue increased 0.4 percent in the first nine months of 2026 compared to the first nine months of 2025 and consisted of a 2.6 percent increase in Building Adhesive Solutions, a 0.1 percent decrease in Hygiene, Health and Consumable Adhesives and a 0.7 percent decrease in Engineering Adhesives. The overall increase was driven by a 3.7 percent increase in product pricing, partially offset by a 3.3 percent decrease in sales volume. The 0.3 percent increase from M&A was due to the acquisition of GEM, ND Industries Taiwan and ND Industries Turkey, discussed further in Operating Segment Results below. The positive 2.4 percent foreign currency impact was primarily driven by a stronger Euro, Chinese renminbi, Brazilian real, Mexican peso, Australian dollar and British pound partially offset by a weaker Indian rupee and Turkish lira compared to the U.S. dollar.
Cost of sales:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Cost of sales |
$ | 626.5 | $ | 606.9 | 3.2 | % | $ | 1,791.9 | $ | 1,780.2 | 0.7 | % | ||||||||||||
| Percent of net revenue |
66.8 | % | 68.0 | % | 67.4 | % | 69.0 | % | ||||||||||||||||
Cost of sales as a percentage of net revenue in the third quarter of 2026 compared to the third quarter of 2025 decreased 120 basis points. Raw material cost as a percentage of net revenue decreased 40 basis points in 2026 compared to 2025 primarily due to higher product pricing partially offset by higher raw material costs. Other manufacturing costs as a percentage of net revenue decreased 80 basis points in 2026 compared to 2025 primarily due to higher product pricing and the impact of restructuring actions.
Cost of sales as a percentage of net revenue in the first nine months of 2026 compared to the first nine months of 2025 decreased 160 basis points. Raw material cost as a percentage of net revenue decreased 170 basis points in 2026 compared to 2025 primarily due to higher product pricing and the impact of acquisitions partially offset by higher raw material costs. Other manufacturing costs as a percentage of net revenue increased 10 basis points in 2026 compared to 2025.
Gross profit:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Gross profit |
$ | 311.7 | $ | 285.1 | 9.3 | % | $ | 867.4 | $ | 798.6 | 8.6 | % | ||||||||||||
| Percent of net revenue |
33.2 | % | 32.0 | % | 32.6 | % | 31.0 | % | ||||||||||||||||
Gross profit in the third quarter of 2026 increased 9.3 percent and gross profit margin increased 120 basis points compared to the third quarter of 2025. The increase in gross profit margin was due to higher product pricing and the impact of restructuring actions.
Gross profit in the first nine months of 2026 increased 8.6 percent and gross profit margin increased 160 basis points compared to the first nine months of 2025. The increase in gross profit margin was due to higher product pricing and the impact of acquisitions and restructuring actions, partially offset by higher manufacturing and distribution costs.
Selling, general and administrative (SG&A) expenses:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| SG&A |
$ | 198.5 | $ | 175.0 | 13.4 | % | $ | 585.3 | $ | 541.9 | 8.0 | % | ||||||||||||
| Percent of net revenue |
21.2 | % | 19.6 | % | 22.0 | % | 21.0 | % | ||||||||||||||||
SG&A expenses for the third quarter of 2026 compared to the third quarter of 2025 increased 160 basis points as a percentage of net revenue. The increase was due to the impact of higher compensation expense and a weaker U.S. dollar compared to various foreign currencies, partially offset by higher revenue.
SG&A expenses for the first nine months of 2026 compared to the first nine months of 2025 increased 100 basis points as a percentage of net revenue. The increase was due to the impact of higher compensation expense, acquisitions and a weaker U.S. dollar compared to various foreign currencies, partially offset by higher revenue.
Other income, net:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Other income, net |
$ | 26.4 | $ | 5.3 | 398.1 | % | $ | 38.8 | $ | 15.7 | 147.1 | % | ||||||||||||
Other income, net in the third quarter of 2026 included $6.5 million of net defined benefit pension benefits, $0.4 million of other income and $19.5 million of currency transaction gains. The currency transaction gains primarily consisted of a $19.7 million unrealized gain on a forward exchange contract related to a pending acquisition. Other income, net in the third quarter of 2025 included $5.7 million of net defined benefit pension benefits and $0.1 million of other income, partially offset by a $0.5 million of currency transaction losses.
Other income, net in the first nine months of 2026 included $19.3 million of net defined benefit pension benefits, $0.9 million of other income and $18.6 million of currency transaction gains. The currency transaction gains primarily consisted of a $19.7 million unrealized gain on a forward exchange contract related to a pending acquisition. Other income, net in the first nine months of 2025 included $17.1 million of net defined benefit pension benefits and $1.5 million of currency transaction gains, partially offset by a $1.5 million loss on the sale of our North American Flooring business ("NA Flooring") and $1.4 million of other expense.
Interest expense:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Interest expense |
$ | 40.9 | $ | 33.6 | 21.7 | % | $ | 106.5 | $ | 100.5 | 6.0 | % | ||||||||||||
Interest expense in the third quarter of 2026 was $40.9 million compared to $33.6 million in the third quarter of 2025 primarily due to higher debt levels and debt extinguishment costs.
Interest expense in the first nine months of 2026 was $106.5 million compared to $100.5 million in the first nine months of 2025 primarily due to higher debt levels and debt extinguishment costs.
Interest income:
| Three Months Ended |
Nine Months Ended |
|||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||
| Interest income |
$ | 2.5 | $ | 1.1 | 127.3 | % | $ | 6.5 | $ | 3.1 | 109.7 | % | ||
Interest income in the third quarter of 2026 and 2025 was $2.5 million and $1.1 million, respectively, consisting primarily of interest related to net investment hedge activity and other miscellaneous interest income.
Interest income in the first nine months of 2026 and 2025 was $6.5 million and $3.1 million, respectively, consisting primarily of interest related to net investment hedge activity and other miscellaneous interest income.
Income taxes:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Income taxes |
$ | 24.7 | $ | 16.5 | 49.7 | % | $ | 57.7 | $ | 55.2 | 4.5 | % | ||||||||||||
| Effective tax rate |
24.4 | % | 19.9 | % | 26.1 | % | 31.6 | % | ||||||||||||||||
Income tax expense of $24.7 million in the third quarter of 2026 includes $2.1 million of discrete tax benefit. Excluding the discrete tax benefit, the overall effective tax rate was 26.4 percent. The discrete tax benefit relates to various U.S. and foreign tax matters. Income tax expense of $16.5 million in the third quarter of 2025 includes $3.7 million of discrete tax benefit. Excluding the discrete tax benefit, the overall effective tax rate was 24.4 percent. The discrete tax benefit related to various U.S. and foreign tax matters.
Income tax expense of $57.7 million in the first nine months of 2026 includes $1.6 million of discrete tax benefit. Excluding the discrete tax benefit, the overall effective tax rate was 26.8 percent. The discrete tax benefit relates to various U.S. and foreign tax matters. Income tax expense of $55.2 million in the first nine months of 2025 includes $11.2 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 25.2 percent. The discrete tax expense related to the impact of withholding tax recorded on earnings that were no longer permanently reinvested, offset by various U.S. and foreign tax matters.
Income from equity method investments:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Income from equity method investments |
$ | 2.6 | $ | 0.8 | 225.0 | % | $ | 4.8 | $ | 2.7 | 77.8 | % | ||||||||||||
The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The higher income for the third quarter of 2026 compared to the third quarter of 2025 is primarily due to the higher net income in our joint venture during the quarter compared to the prior year, partially offset by the weakening of the Japanese yen compared to the U.S. dollar.
The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The higher income for the first nine months of 2026 compared to the first nine months of 2025 is due to higher net income in our joint venture during the year compared to the prior year, partially offset by the weakening of the Japanese yen compared to the U.S. dollar.
Net income attributable to H.B. Fuller:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Net income attributable to H.B. Fuller |
$ | 79.2 | $ | 67.2 | 17.9 | % | $ | 168.0 | $ | 122.2 | 37.6 | % | ||||||||||||
| Percent of net revenue |
8.4 | % | 7.5 | % | 6.3 | % | 4.7 | % | ||||||||||||||||
The net income attributable to H.B. Fuller in the third quarter of 2026 was $79.2 million compared to $67.2 million in the third quarter of 2025. The diluted earnings per share in the third quarter of 2026 was $1.44 per share as compared to $1.22 per share in the third quarter of 2025.
The net income attributable to H.B. Fuller in the first nine months of 2026 was $168.0 million compared to $122.2 million in the first nine months of 2025. The diluted earnings per share in the first nine months of 2026 was $3.05 per share as compared to $2.21 per share in the first nine months of 2025.
Adjusted EBITDA:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Adjusted EBITDA |
$ | 186.7 | $ | 170.6 | 9.4 | % | $ | 486.5 | $ | 450.6 | 8.0 | % | ||||||||||||
| Percent of net revenue |
19.9 | % | 19.1 | % | 18.3 | % | 17.5 | % | ||||||||||||||||
Adjusted EBITDA for H.B. Fuller in the third quarter of 2026 was $186.7 million compared to $170.6 million in the third quarter of 2025. Adjusted EBITDA as a percentage of net revenue increased 80 basis points in the third quarter of 2026 compared to third quarter of 2025 due to higher gross profit, partially offset by higher compensation expense. For a reconciliation of Adjusted EBITDA to net income attributable to H.B. Fuller as reflected in the unaudited consolidated statement of income see "Non-GAAP Measures" below.
Adjusted EBITDA for H.B. Fuller in the first nine months of 2026 was $486.5 million compared to $450.6 million in the first nine months of 2025. Adjusted EBITDA as a percentage of net revenue increased 80 basis points in the first nine months of 2026 compared to first nine months of 2025 primarily due to higher gross profit, partially offset by higher compensation expense. For a reconciliation of Adjusted EBITDA to net income attributable to H.B. Fuller as reflected in the unaudited consolidated statement of income see "Non-GAAP Measures" below.
Operating Segment Results
Our three reportable operating segments consist of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. Revenue and Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as net income before interest, income taxes and depreciation and amortization, adjusted for other items within a relevant period which are not reflective of the segment’s operating performance in the period. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment.
The tables below provide certain information regarding the net revenue, Adjusted EBITDA and Adjusted EBITDA margin of each of our operating segments. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue for each operating segment. Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE.
Net Revenue by Segment:
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||||||||||
| August 29, 2026 |
August 30, 2025 |
August 29, 2026 |
August 30, 2025 |
|||||||||||||||||||||||||||||
| Net |
% of |
Net |
% of |
Net |
% of |
Net |
% of |
|||||||||||||||||||||||||
| ($ in millions) |
Revenue |
Total |
Revenue |
Total |
Revenue |
Total |
Revenue |
Total |
||||||||||||||||||||||||
| Hygiene, Health and Consumable Adhesives |
$ | 413.0 | 44 | % | $ | 386.0 | 43 | % | $ | 1,181.4 | 45 | % | $ | 1,151.8 | 45 | % | ||||||||||||||||
| Engineering Adhesives |
278.7 | 30 | % | 272.3 | 31 | % | 804.4 | 30 | % | 785.5 | 30 | % | ||||||||||||||||||||
| Building Adhesive Solutions |
246.5 | 26 | % | 233.7 | 26 | % | 673.5 | 25 | % | 641.5 | 25 | % | ||||||||||||||||||||
| Segment total |
$ | 938.2 | 100 | % | $ | 892.0 | 100 | % | $ | 2,659.3 | 100 | % | $ | 2,578.8 | 100 | % | ||||||||||||||||
| Corporate Unallocated |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Total |
$ | 938.2 | 100 | % | $ | 892.0 | 100 | % | $ | 2,659.3 | 100 | % | $ | 2,578.8 | 100 | % | ||||||||||||||||
Segment Adjusted EBITDA
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||||||||||
| August 29, 2026 |
August 30, 2025 |
August 29, 2026 |
August 30, 2025 |
|||||||||||||||||||||||||||||
| Adjusted |
% of |
Adjusted |
% of |
Adjusted |
% of |
Adjusted |
% of |
|||||||||||||||||||||||||
| ($ in millions) |
EBITDA |
Total |
EBITDA |
Total |
EBITDA |
Total |
EBITDA |
Total |
||||||||||||||||||||||||
| Hygiene, Health and Consumable Adhesives |
$ | 72.8 | 39 | % | $ | 65.3 | 39 | % | $ | 196.4 | 40 | % | $ | 174.2 | 39 | % | ||||||||||||||||
| Engineering Adhesives |
66.4 | 36 | % | 63.4 | 37 | % | 178.2 | 37 | % | 170.9 | 38 | % | ||||||||||||||||||||
| Building Adhesive Solutions |
44.8 | 24 | % | 41.5 | 24 | % | 107.8 | 22 | % | 100.8 | 22 | % | ||||||||||||||||||||
| Segment total |
$ | 184.0 | 99 | % | $ | 170.2 | 100 | % | $ | 482.4 | 99 | % | $ | 445.9 | 99 | % | ||||||||||||||||
| Corporate Unallocated |
2.7 | 1 | % | 0.4 | 0 | % | 4.1 | 1 | % | 4.7 | 1 | % | ||||||||||||||||||||
| Total |
$ | 186.7 | 100 | % | $ | 170.6 | 100 | % | $ | 486.5 | 100 | % | $ | 450.6 | 100 | % | ||||||||||||||||
Hygiene, Health and Consumable Adhesives
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Net revenue |
$ | 413.0 | $ | 386.0 | 7.0 | % | $ | 1,181.4 | $ | 1,151.8 | 2.6 | % | ||||||||||||
| Segment adjusted EBITDA |
$ | 72.8 | $ | 65.3 | 11.5 | % | $ | 196.4 | $ | 174.2 | 12.7 | % | ||||||||||||
| Segment adjusted EBITDA margin |
17.6 | % | 16.9 | % | 16.6 | % | 15.1 | % | ||||||||||||||||
The following table provides details of the Hygiene, Health and Consumable Adhesives net revenue variances:
| Three Months Ended |
Nine Months Ended |
|||||||
| August 29, 2026 vs. August 30, 2025 |
August 29, 2026 vs. August 30, 2025 |
|||||||
| Organic revenue growth |
6.4 | % | (0.1 | )% | ||||
| M&A |
0.0 | % | 0.3 | % | ||||
| Currency |
0.6 | % | 2.4 | % | ||||
| Total |
7.0 | % | 2.6 | % | ||||
Net revenue increased 7.0 percent in the third quarter of 2026 compared to the third quarter of 2025. Organic revenue growth increased due to an increase in product pricing, partially offset by a decrease in sales volume. The positive currency effect was due to a stronger Chinese renminbi, Brazilian real and Colombian peso partially offset by a weaker Indian rupee compared to the U.S. dollar. Segment adjusted EBITDA increased 11.5 percent in the third quarter of 2026 compared to the third quarter of 2025 primarily due to higher product pricing and slightly lower manufacturing costs, partially offset by higher distribution costs and higher compensation expense. Segment adjusted EBITDA margin increased 70 basis points primarily due to higher segment adjusted EBITDA, partially offset by the impact of higher revenue.
Net revenue increased 2.6 percent in the first nine months of 2026 compared to the first nine months of 2025. Organic revenue growth decreased due to a decrease in sales volume, partially offset by an increase in product pricing. The 0.3 percent increase in net revenue from M&A was due to the acquisition of GEM in the first quarter of 2025. The positive currency effect was due to a stronger Euro, Brazilian real, Chinese renminbi and Mexican peso partially offset by a weaker Indian rupee compared to the U.S. dollar. Segment adjusted EBITDA increased 12.7 percent in the first nine months of 2026 compared to the first nine months of 2025 primarily due to higher product pricing, the impact of acquisitions, partially offset by higher compensation expense. Segment adjusted EBITDA margin increased 150 basis points primarily due to higher segment adjusted EBITDA.
Engineering Adhesives
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Net revenue |
$ | 278.7 | $ | 272.3 | 2.4 | % | $ | 804.4 | $ | 785.5 | 2.4 | % | ||||||||||||
| Segment adjusted EBITDA |
$ | 66.4 | $ | 63.4 | 4.7 | % | $ | 178.2 | $ | 170.9 | 4.3 | % | ||||||||||||
| Segment adjusted EBITDA margin |
23.8 | % | 23.3 | % | 22.2 | % | 21.8 | % | ||||||||||||||||
The following tables provide details of the Engineering Adhesives net revenue variances:
| Three Months Ended |
Nine Months Ended |
|||||||
| August 29, 2026 vs. August 30, 2025 |
August 29, 2026 vs. August 30, 2025 |
|||||||
| Organic revenue growth |
0.7 | % | (0.7 | )% | ||||
| M&A |
0.4 | % | 0.5 | % | ||||
| Currency |
1.3 | % | 2.6 | % | ||||
| Total |
2.4 | % | 2.4 | % | ||||
Net revenue increased 2.4 percent in the third quarter of 2026 compared to the third quarter of 2025. Organic revenue growth increased due to an increase in product pricing, partially offset by a decrease in sales volume. The 0.4 percent increase in net revenue from M&A was due to the acquisition of ND Industries Turkey. The positive currency effect was due to a stronger Chinese renminbi compared to the U.S. dollar. Segment adjusted EBITDA increased 4.7 percent in the third quarter of 2026 compared to the third quarter of 2025, primarily due to higher product pricing, partially offset by higher compensation expense. Segment adjusted EBITDA margin increased 50 basis points.
Net revenue increased 2.4 percent in the first nine months of 2026 compared to the first nine months of 2025. Organic revenue growth decreased due to a decrease in sales volume, partially offset by an increase in product pricing. The 0.5 percent increase in net revenue from M&A was due to the acquisition of ND Industries Taiwan and ND Industries Turkey. The positive currency effect was due to a stronger Chinese renminbi and Euro compared to the U.S. dollar. Segment adjusted EBITDA increased 4.3 percent in the first nine months of 2026 compared to the first nine months of 2025 primarily due to higher product pricing and the impact of acquisitions, partially offset by higher compensation expense. Segment adjusted EBITDA margin increased 40 basis points.
Building Adhesive Solutions
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Net revenue |
$ | 246.5 | $ | 233.7 | 5.5 | % | $ | 673.5 | $ | 641.5 | 5.0 | % | ||||||||||||
| Segment adjusted EBITDA |
$ | 44.8 | $ | 41.5 | 8.0 | % | $ | 107.8 | $ | 100.8 | 6.9 | % | ||||||||||||
| Segment adjusted EBITDA margin |
18.2 | % | 17.7 | % | 16.0 | % | 15.7 | % | ||||||||||||||||
The following tables provide details of the Building Adhesive Solutions net revenue variances:
| Three Months Ended |
Nine Months Ended |
|||||||
| August 29, 2026 vs. August 30, 2025 |
August 29, 2026 vs. August 30, 2025 |
|||||||
| Organic revenue growth |
5.2 | % | 2.6 | % | ||||
| M&A |
0.0 | % | 0.0 | % | ||||
| Currency |
0.3 | % | 2.4 | % | ||||
| Total |
5.5 | % | 5.0 | % | ||||
Net revenue increased 5.5 percent in the third quarter of 2026 compared to the third quarter of 2025. Organic growth increased due to an increase in product pricing, partially offset by a decrease in sales volume. The positive currency effect was due to a stronger Australian dollar partially offset by a weaker Euro compared to the U.S. dollar. Segment adjusted EBITDA increased 8.0 percent in the third quarter of 2026 compared to the third quarter of 2025 primarily due to higher revenue, partially offset by higher manufacturing and distribution costs and higher compensation expense. Segment adjusted EBITDA margin increased 50 basis points.
Net revenue increased 5.0 percent in the first nine months of 2026 compared to the first nine months of 2025. Organic growth increased due to an increase in product pricing, partially offset by a decrease in sales volume. The positive currency effect was due to a stronger Euro compared to the U.S. dollar. Segment adjusted EBITDA increased 6.9 percent in the first nine months of 2026 compared to the first nine months of 2025 primarily due to higher product pricing, partially offset by higher manufacturing and distribution costs and higher compensation expense. Segment adjusted EBITDA margin increased 30 basis points.
Corporate Unallocated
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| August 29, |
August 30, |
2026 vs |
August 29, |
August 30, |
2026 vs |
|||||||||||||||||||
| ($ in millions) |
2026 |
2025 |
2025 |
2026 |
2025 |
2025 |
||||||||||||||||||
| Net revenue |
$ | - | $ | - | 0.0 | % | $ | - | $ | - | 0.0 | % | ||||||||||||
| Adjusted EBITDA |
$ | 2.7 | $ | 0.4 | 575.0 | % | $ | 4.1 | $ | 4.7 | (12.8 | )% | ||||||||||||
Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE.
Financial Condition, Liquidity and Capital Resources
Total cash and cash equivalents as of August 29, 2026 were $97.2 million compared to $107.2 million as of November 29, 2025 and $122.5 million as of August 30, 2025. The majority of the $97.2 million in cash and cash equivalents as of August 29, 2026 was held outside the United States. Total long and short-term debt was $2,054.5 million as of August 29, 2026, $2,016.9 million as of November 29, 2025 and $2,080.5 million as of August 30, 2025. The total debt to total capital ratio as measured by total debt divided by total debt plus total stockholders’ equity was 48.7 percent as of August 29, 2026 as compared to 50.2 percent as of November 29, 2025 and 51.5 percent as of August 30, 2025.
We believe that cash flows from operating activities will be adequate to meet our short-term and long-term liquidity and capital expenditure needs. In addition, we believe we have the ability to obtain both short-term and long-term debt to meet our financing needs for the foreseeable future. Cash available in the United States has historically been sufficient and we expect it will continue to be sufficient to fund U.S. operations, U.S. capital spending and U.S. pension and other postretirement benefit contributions in addition to funding U.S. acquisitions, dividend payments, debt service and share repurchases as needed. For those international earnings considered to be reinvested indefinitely, we currently have no intention to, and plans do not indicate a need to, repatriate these funds for U.S. operations.
Our credit agreements include restrictive covenants that, if not met, could lead to a renegotiation of our credit lines and a significant increase in our cost of financing. As of August 29, 2026, we were in compliance with all covenants of our credit agreement contractual obligations as shown in the following table:
| Covenant |
Debt Instrument |
Measurement |
Result as of August 29, 2026 |
|||
| Secured Total Indebtedness / TTM1 EBITDA | Revolving Facility and Term Loan A Facility |
Not greater than 4.50 | 2.2 |
|||
| TTM1 EBITDA / Consolidated Interest Expense | Revolving Facility and Term Loan A Facility |
Not less than 2.0 |
5.1 |
| 1 TTM = Trailing 12 months |
| EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) certain non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, (vii) any non-cash charge for the excess of rent expense over actual cash rent paid due to the use of straight-line rent, non-cash charge pursuant to any management equity plan, stock option plan or any other management or employee benefit, (viii) any non-cash finance charges in respect of any pension liabilities or other provisions and income (loss) attributable to deferred compensation plans, (ix) any non-recurring or unusual cash restructuring charges and operating improvements, (x) cost savings initiative and cost synergies related to acquisitions within 12 months, (xi) non-capitalized charges relating to the Company’s SAP implementation, (xii) fees, costs, expenses and charges incurred in connection with the financing, (xiii) fees, costs, expenses, make-whole or penalty payments and other similar items arising out of acquisitions, investments and dispositions, the incurrence, issuance, repayment or refinancing of indebtedness and any issuance of equity interests; minus, non-recurring or unusual non-cash gains incurred not in the ordinary course of business. Provided that the aggregate amounts that may be added back for any period pursuant to clauses (ix), (x) and (xi) shall not exceed 15% of EBITDA for such period (calculated prior to giving effect to all addbacks and adjustments). For Secured Total Indebtedness / TTM EBITDA ratio, TTM EBITDA is adjusted for the pro forma results from Material Acquisitions and Material Divestitures, both as defined in the Second Amended and Restated Credit Agreement, as if the acquisition or divestiture occurred at the beginning of the calculation period. The full definition is set forth in the Second Amended and Restated Credit Agreement filed as an exhibit to the Company's 8-K filing dated February 21, 2023. |
| Consolidated Interest Expense for covenant purposes is defined as the interest expense (including without limitation to the portion of capital lease obligations that constitutes imputed interest in accordance with GAAP) of the Company and its subsidiaries calculated on a consolidated basis for such period with respect to all outstanding indebtedness allocable to such period in accordance with GAAP, including net costs (or benefits) under Interest Rate Swap Agreements and commissions, discounts and other fees and charges with respect to letters of credit and the interest component of all Attributable Receivables Indebtedness. |
We believe we have the ability to meet all of our contractual obligations and commitments for the next twelve months.
Selected Metrics of Liquidity
Key metrics we monitor are net working capital as a percentage of annualized net revenue, accounts receivable days sales outstanding (“DSO”), inventory days on hand ("DOH"), accounts payable days purchases outstanding ("DPO"), free cash flow and debt capitalization ratio.
| August 29, |
August 30, |
|||||||
| 2026 |
2025 |
|||||||
| Net working capital as a percentage of annualized net revenue1 |
18.5 | % | 17.0 | % | ||||
| Accounts receivable DSO (in days)2 |
63 | 58 | ||||||
| Inventory DOH (in days)3 |
88 | 78 | ||||||
| Accounts payable DPO (in days)4 |
78 | 69 | ||||||
| Free cash flow5 |
$ | 40.9 | $ | 62.2 | ||||
| Total debt to total capital ratio6 |
48.7 | % | 51.5 | % | ||||
1 Net working capital (accounts receivable, net plus inventory minus accounts payable) divided by annualized net revenue (current quarter multiplied by four).
2 Accounts receivable, net multiplied by 91 (13 weeks) and divided by the net revenue for the quarter.
3 Total inventory multiplied by 91 (13 weeks) and divided by cost of goods sold for the quarter.
4 Accounts payable multiplied by 91 (13 weeks) and divided by cost of goods sold for the quarter.
5 Year-to-date net cash provided by operating activities, less purchased property, plant and equipment. See "Non GAAP Measures" for reconciliation of net cash provided by operating activities to free cash flow.
6 Total debt divided by (total debt plus total stockholders’ equity).
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. For a reconciliation of net cash provided by operating activities to free cash flow see “Non-GAAP Measures” below.
Summary of Cash Flows
Cash Flows from Operating Activities:
| Nine Months Ended |
||||||||
| August 29, |
August 30, |
|||||||
| ($ in millions) |
2026 |
2025 |
||||||
| Net cash provided by operating activities |
$ | 182.6 | $ | 156.8 | ||||
Net income including non-controlling interest was $168.0 million in the first nine months of 2026 compared to $122.3 million in the first nine months of 2025. Depreciation and amortization expense totaled $138.5 million in the first nine months of 2026 compared to $132.8 million in the first nine months of 2025. Deferred income taxes were a use of cash of $15.5 million in the first nine months of 2026 compared to $39.2 million in the first nine months of 2025. Accrued compensation was a use of cash of $15.2 million in the first nine months of 2026 compared to $19.2 million in the first nine months of 2025. Other assets were a use of cash of $4.8 million in the first nine months of 2026 compared to a source of cash of $2.2 million in the first nine months of 2025. Other liabilities were a use of cash of $5.1 million in the first nine months of 2026 compared to a source of cash $28.6 million in the first nine months of 2025.
Changes in net working capital (accounts receivable, net, inventory and accounts payables) accounted for a use of cash of $91.7 million in the first nine months of 2026 compared $71.2 million in the first nine months of 2025. The table below provides the cash flow impact due to changes in the components of net working capital and an assessment of each of the components:
| Nine Months Ended |
||||||
| August 29, |
August 30, |
|||||
| ($ in millions) |
2026 |
2025 |
||||
| Accounts receivable, net |
$ | (78.9 | ) | $ | (3.3 | ) |
| Inventory |
(106.4 | ) | (42.1 | ) | ||
| Trade payables |
93.6 | (25.8 | ) | |||
| Total cash flow impact |
$ | (91.7 | ) | $ | (71.2 | ) |
| ● |
Accounts receivable, net – Accounts receivable, net was a use of cash of $78.9 million and $3.3 million in the first nine months of 2026 and 2025, respectively. The higher use of cash in 2026 compared to 2025 was due to higher accounts receivable balances in the current year compared to the prior year and more cash collected on accounts receivable in 2025 compared to 2026. The DSO were 63 days at August 29, 2026 and 58 days at August 30, 2025. |
|
|
● |
Inventory – Inventory was a use of cash of $106.4 million and $42.1 million in the first nine months of 2026 and 2025, respectively. The higher use of cash in 2026 compared to 2025 was due to higher inventory purchases in 2026 compared to 2025. Inventory days on hand were 88 days as of August 29, 2026 and 78 days as of August 30, 2025. |
| ● |
Accounts payable – Accounts payable was a source of cash of $93.6 million and a use of cash of $25.8 million in the first nine months of 2026 and 2025, respectively. The source of cash in 2026 compared to use of cash in 2025 reflects lower payments on accounts payable in the current year compared to the prior year. Days payable outstanding were 78 days as of August 29, 2026 and 69 days as of August 30, 2025. |
Cash Flows from Investing Activities:
| Nine Months Ended |
||||||||
| August 29, |
August 30, |
|||||||
| ($ in millions) |
2026 |
2025 |
||||||
| Net cash used in investing activities |
$ | (152.5 | ) | $ | (182.7 | ) | ||
Purchases of property, plant and equipment were $141.7 million during the first nine months of 2026 compared to $94.6 million for the same period of 2025. This difference reflects the timing of capital projects and expenditures related to growth initiatives.
During the first nine months of 2026, we paid $3.8 million in cash for business acquisitions and $11.6 million of a holdback for our acquisitions. During the first nine months of 2025, we paid $162.1 million in cash for business acquisitions and received $75.7 million in cash related to the sale of our NA Flooring business.
Cash Flows from Financing Activities:
| Nine Months Ended |
||||||||
| August 29, |
August 30, |
|||||||
| ($ in millions) |
2026 |
2025 |
||||||
| Net cash (used in) provided by financing activities |
$ | (51.4 | ) | $ | (33.7 | ) | ||
In the first nine months of 2026, borrowings on our revolving credit facility were $1,643.5 million and repayments on our revolving credit facility and our long-term debt totaled $1,604.0 million. These borrowings are for general working capital purposes and permitted acquisitions. Borrowings on our revolving credit facility were $1,114.3 million and repayments on our revolving credit facility and our long-term debt totaled $1,053.6 million in the first nine months of 2025. There were no net payments of other short-term notes payable in the first nine months of 2026 compared to $0.6 million in the same period of 2025. Cash dividends paid were $39.1 million in the first nine months of 2026 compared to $37.6 million in the same period of 2025. Repurchases of common stock were $48.9 million in the first nine months of 2026 compared to $60.7 million in the same period of 2025.
Non-GAAP Measures
We use both GAAP and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. Our non-GAAP measures include Adjusted EBITDA and Free Cash Flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.
These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve Adjusted EBITDA. Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. Further, our Board of Directors uses certain of these and other measures as key metrics to determine management performance under our performance-based compensation plans. For these reasons, we believe these non-GAAP measures are useful for our investors.
Adjusted EBITDA is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes depreciation, amortization, interest income, interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. Examples of adjustments to EBITDA include, but are not limited to, costs for acquisition projects, organizational realignment, Project One, business divestitures, discrete taxes, and the income tax effect on these adjustments. For Adjusted EBITDA, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in future periods in which there is an impact from the item. The following table reflects the manner in which Adjusted EBITDA is determined and provides a reconciliation of Adjusted EBITDA to Net income attributable to H.B. Fuller, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.
Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| August 29, |
August 30, |
August 29, |
August 30, |
|||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net income attributable to H.B. Fuller |
$ | 79,182 | $ | 67,160 | $ | 168,031 | $ | 122,236 | ||||||||
| Adjustments: |
||||||||||||||||
| Acquisition project costs |
(10,358 | ) | 518 | (8,033 | ) | 13,948 | ||||||||||
| Organizational realignment |
5,834 | 4,620 | 20,269 | 20,028 | ||||||||||||
| Project One |
2,700 | 2,499 | 8,140 | 8,146 | ||||||||||||
| Other1 |
8,387 | 1,711 | 11,317 | 1,755 | ||||||||||||
| Discrete tax items |
(2,075 | ) | (3,742 | ) | (1,621 | ) | 11,210 | |||||||||
| Income tax effect on adjustments |
(242 | ) | (3,402 | ) | (5,628 | ) | (13,309 | ) | ||||||||
| Adjusted net income attributable to H.B. Fuller |
83,428 | 69,364 | 192,475 | 164,014 | ||||||||||||
| Add: |
||||||||||||||||
| Interest expense2 |
32,953 | 33,369 | 97,910 | 99,884 | ||||||||||||
| Interest income |
(2,489 | ) | (1,110 | ) | (6,519 | ) | (3,064 | ) | ||||||||
| Adjusted Income taxes |
26,973 | 23,671 | 64,910 | 57,297 | ||||||||||||
| Depreciation and Amortization expense3 |
45,844 | 45,298 | 137,682 | 132,477 | ||||||||||||
| Adjusted EBITDA |
$ | 186,709 | $ | 170,592 | $ | 486,458 | $ | 450,608 | ||||||||
1 Other for the three and nine months ended August 29, 2026 includes debt extinguishment and bridge financing costs related to a pending acquisition of $7,791. Additionally, it includes acquired environmental liabilities and ongoing litigation and product claims related to a divested business.
2 Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
3 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. The following table reflects the manner in which free cash flow is determined and provides a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.
Reconciliation of Net cash provided by operating activities to Free cash flow
| Nine Months Ended |
||||||||
| ($ in millions) |
August 29, 2026 |
August 30, 2025 |
||||||
| Net cash provided by operating activities |
$ | 182.6 | $ | 156.8 | ||||
| Less: Purchased property, plant and equipment |
141.7 | 94.6 | ||||||
| Free cash flow |
$ | 40.9 | $ | 62.2 | ||||
Forward-Looking Statements and Risk Factors
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "intend," "estimate," "will," "should," "could" (including the negative or variations thereof) and other expressions that indicate future events and trends. These plans and expectations are based upon certain underlying assumptions, including those mentioned with the specific statements. Such assumptions are in turn based upon internal estimates and analyses of current market conditions and trends, our plans and strategies, economic conditions and other factors. These plans and expectations and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. In addition to the factors described in this report, Item 1A. Risk Factors identifies some of the important factors that could cause our actual results to differ materially from those in any such forward-looking statements. In order to comply with the terms of the safe harbor, we have identified these important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. These factors should be considered, together with any similar risk factors or other cautionary language that may be made elsewhere in this Quarterly Report on Form 10-Q.
The list of important factors in Item 1A. Risk Factors does not necessarily present the risk factors in order of importance. This disclosure, including that under Forward-Looking Statements and Risk Factors, and other forward-looking statements and related disclosures made by us in this report and elsewhere from time to time, represents our best judgment as of the date the information is given. We do not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public company disclosures (such as in filings with the SEC or in our press releases) on related subjects.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to various market risks, including changes in interest rates, foreign currency rates and prices of raw materials. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. See Part II, Item 7A in our Annual Report on Form 10-K for the year ended November 29, 2025 for further discussion of these market risks. There have been no material changes in the reported market risk of the Company since November 29, 2025.
Item 4. Controls and Procedures
Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of our president and chief executive officer and executive vice president, chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of August 29, 2026. Based on this evaluation, our president and chief executive officer and executive vice president, chief financial officer concluded that, as of August 29, 2026, our disclosure controls and procedures were effective.
For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its president and chief executive officer and executive vice president, chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
Environmental Matters
We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and/or similar state laws that impose liability for costs relating to the clean up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis.
To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish a financial provision.
While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.
Other Legal Proceedings
From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including asbestos-related litigation, will not have a material adverse effect on our results of operations, financial condition or cash flow. However, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods.
For additional information regarding environmental matters and other legal proceedings, see Note 13 to our Consolidated Financial Statements.
This Form 10-Q contains forward-looking statements concerning our future programs, products, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the risk factors identified under Part I, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the fiscal year ended November 29, 2025. There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the fiscal year ended November 29, 2025, except for the addition of the following risk factor:
Shareholder activism efforts could be disruptive and costly and may create uncertainty regarding our strategic direction.
As a publicly traded company we have been and may continue to be, subject to proposals or campaigns by shareholders who seek to influence corporate strategy, business portfolio decisions, capital allocation policies or the composition of our Board of Directors, including through public communications, unsolicited acquisition proposals for businesses or assets, demands for divestitures or other structural changes, or proxy contests. For example, on August 12, 2026, Ancora Holdings Group (“Ancora”) submitted an unsolicited proposal to acquire the Company’s Building Adhesive Solutions segment. While our Board of Directors unanimously determined to reject the proposal because, among other things, it materially undervalued the Building Adhesive Solutions business, and, to date, Ancora has made no changes to this proposal that would alter our Board of Directors’ view, Ancora has continued to threaten to engage in a prolonged public campaign for change and we cannot predict whether they or any other party will take further actions.
Responding to such efforts, regardless of their merit, may be costly and time-consuming, may disrupt our operations and divert the attention of our Board of Directors and senior management from the pursuit of our business strategies. These activities may also create perceived uncertainties as to our future strategic direction, which could be exploited by competitors, affect our relationships with business partners, customers, employees and other stakeholders, make it more difficult to attract and retain qualified personnel, and cause our stock price to experience periods of increased volatility. In addition, actions we may take in response to shareholder activism or proposals, or in the absence of such response, could result in changes to our business operations, strategy, portfolio composition, capital structure or financial policies. Any such changes, including potential acquisitions, divestitures or other transactions, could affect our scale, business mix, cost structure, leverage, cash flows, credit ratings and overall credit profile. A proxy contest or related litigation, if initiated, could also require us to incur significant legal, advisory and proxy solicitation expenses. There can be no assurance that shareholder activism will not adversely affect our business, financial condition, results of operations, credit profile or stock price.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Information on our purchase of equity securities during the quarter ended August 29, 2026 is as follows:
| (d) |
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| (c) |
Maximum |
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| Number of |
Approximate Dollar |
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| (a) |
Shares |
Value of Shares that |
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| Total |
(b) |
Purchased |
may yet be |
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| Number of |
Average |
as Part of |
Purchased Under the |
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| Shares |
Price Paid |
Publicly Announced |
Plan or Program |
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| Period |
Purchased |
per Share |
Plan or Program |
(millions) |
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| June 1, 2026 - July 4, 2026 |
- | $ | - | - | $ | 166 | ||||||||||
| July 5, 2026 - August 1, 2026 |
- | $ | - | - | $ | 166 | ||||||||||
| August 2, 2026 - August 29, 2026 |
- | $ | - | - | $ | 166 | ||||||||||
On April 7, 2022, the Board of Directors authorized a share repurchase program of up to $300.0 million of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements.
Item 5. Other Information
Rule 10b5-1 Plan Adoptions and Modifications
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| H.B. Fuller Company | |||
| Dated: September 24, 2026 |
/s/ John J. Corkrean |
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| John J. Corkrean |
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| Executive Vice President, |
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| Chief Financial Officer |
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Exhibit Index
Exhibits
| 10.1 | Form of Deed of Director Irrevocable Undertaking (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 26, 2026). | |
| 10.2 | Secured Bridge Credit Agreement, dated as of June 25, 2026, among the Company and Bidco, Goldman Sachs Bank USA, as Administrative Agent, Sole Lead Arranger and Bookrunner and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 26, 2026). | |
| 10.3 | Unsecured Bridge Credit Agreement, dated as of June 25, 2026, among the Company and Bidco, Goldman Sachs Bank USA, as Administrative Agent, Sole Lead Arranger and Bookrunner and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on June 26, 2026). | |
| 10.4 | Amendment No. 3, dated July 17, 2026, to the Second Amended and Restated Credit Agreement, dated February 15, 2023, among H.B. Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 20, 2026). | |
| 31.1 |
Form of 302 Certification – Celeste B. Mastin
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| 31.2 |
Form of 302 Certification – John J. Corkrean
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| 32.1 |
Form of 906 Certification – Celeste B. Mastin
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| 32.2 |
Form of 906 Certification – John J. Corkrean
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| 101 |
The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended August 29, 2026 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
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| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Exhibit 31.1
CERTIFICATION
I, Celeste B. Mastin, certify that:
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1. |
I have reviewed this report on Form 10-Q of H.B. Fuller Company; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d–15(f)) for the registrant and have: |
|
a.) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b.) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c.) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d.) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a.) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: September 24, 2026
/s/ Celeste B. Mastin |
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Celeste B. Mastin President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, John J. Corkrean, certify that:
|
1. |
I have reviewed this report on Form 10-Q of H.B. Fuller Company; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d–15(f)) for the registrant and have: |
|
a.) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b.) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c.) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d.) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a.) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: September 24, 2026
/s/ John J. Corkrean |
|
|
John J. Corkrean Executive Vice President, Chief Financial Officer |
Exhibit 32.1
CERTIFICATION
I, Celeste B. Mastin, in connection with the Quarterly Report of H.B. Fuller Company on Form 10-Q for the quarter ended August 29, 2026 (the “Report”), hereby certify that:
|
(a) |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and |
|
(b) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of H.B. Fuller Company. |
Date: September 24, 2026
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/s/ Celeste B. Mastin |
|
|
Celeste B. Mastin President and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION
I, John J. Corkrean, in connection with the Quarterly Report of H.B. Fuller Company on Form 10-Q for the quarter ended August 29, 2026 (the “Report”), hereby certify that:
|
(a) |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and |
|
(b) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of H.B. Fuller Company. |
Date: September 24, 2026
|
/s/ John J. Corkrean |
|
|
John J. Corkrean Executive Vice President, Chief Financial Officer |