FUL 8-K
Fuller H B Co (FUL)
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(d) | Exhibits. |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
H.B. FULLER COMPANY |
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By: | /s/ Gregory O. Ogunsanya |
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Gregory O. Ogunsanya Senior Vice President, General Counsel and Corporate Secretary |
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Exhibit 99.1
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Worldwide Headquarters 1200 Willow Lake Boulevard St. Paul, Minnesota 55110-5101 | Scott Jensen Investor Relations Contact |
NEWS | September 23, 2026 |
H.B. Fuller Reports Third Quarter 2026 Results
Net revenue of $938 million, up 5.2% year-on-year; Organic revenue up 4.4% year-on-year
Net income of $79 million; Adjusted EBITDA of $187 million, up 9% year-on-year
Adjusted EBITDA margin of 19.9%, up 80 basis points year-on-year
Reported EPS (diluted) of $1.44; Adjusted EPS (diluted) of $1.52, up 21% year-on-year
ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for its third quarter that ended August 29, 2026.
Third Quarter 2026 Noteworthy Items:
■ | Net revenue was $938 million, up 5.2% year-on-year; organic revenue was up 4.4% year-on-year, with organic revenue growth in all three global business units; |
■ | Gross margin was 33.2%; adjusted gross margin of 33.5% increased 120 basis points year-on-year driven mainly by pricing execution and restructuring savings; |
■ | Net income was $79 million; adjusted EBITDA was $187 million, up 9% versus last year; adjusted EBITDA margin was a record 19.9%, up 80 basis points year-on-year, with adjusted EBITDA growth and margin improvement in all three global business units; |
■ | Reported EPS (diluted) was $1.44; adjusted EPS (diluted) was $1.52, up 21% year-on-year, driven by higher adjusted net income. |
Summary of Third Quarter 2026 Results:
The Company’s net revenue for the third quarter of fiscal 2026 was $938 million, up 5.2% versus the third quarter of fiscal 2025. Pricing increased net revenue by 7.4%, which more than offset lower volume, resulting in a 4.4% organic revenue increase year-on-year. Foreign currency translation and the impact of acquisitions increased net revenue by 0.7% and 0.1%, respectively.
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Gross profit in the third quarter of fiscal 2026 was $312 million. Adjusted gross profit was $315 million. Adjusted gross profit margin of 33.5% increased 120 basis points year-on-year. The impact of pricing execution and restructuring savings drove the majority of the year-on-year increase in adjusted gross profit margin.
Selling, general and administrative (SG&A) expense was $198 million in the third quarter of fiscal 2026 and adjusted SG&A was $183 million, up 8% year-over-year and down 7% sequentially from the second quarter of 2026, reflecting the timing of certain expenses.
Net income attributable to H.B. Fuller for the third quarter of fiscal 2026 was $79 million. Adjusted net income attributable to H.B. Fuller for the third quarter of fiscal 2026 was $83 million. Reported EPS (diluted) was $1.44 and adjusted EPS (diluted) was $1.52, up 21% year-on-year.
Adjusted EBITDA in the third quarter of fiscal 2026 was $187 million, up 9% year-on-year, driven principally by the impact of pricing and restructuring savings. Adjusted EBITDA margin increased 80 basis points year-on-year to 19.9%.
“Through disciplined execution, we delivered strong revenue, EBITDA, and EPS growth in the quarter and continued to improve profitability and advance toward our EBITDA margin target of greater than 20 percent,” said Celeste Mastin, president and chief executive officer. “Pricing actions are offsetting higher raw material costs, and our restructuring efforts continue to enhance operating leverage. With the anticipated closing of the AMS acquisition before year-end, we remain focused on strengthening our portfolio, executing our Quantum Leap program, and creating long-term value for shareholders.”
Balance Sheet and Working Capital:
Net debt at the end of the third quarter of fiscal 2026 was $1,957 million, approximately flat year-on-year. Net debt-to-adjusted EBITDA was 3.0X, down from 3.3X at the end of the third quarter of fiscal 2025.
Net working capital in the third quarter of fiscal 2026 was 18.5% of annualized net revenue, up 150 basis points year-on-year. The increase was primarily driven by strategic inventory investments to support Quantum Leap and ensure supply continuity for customers amid ongoing disruption in the Middle East. Year-to-date cash flow from operations was $183 million, up 17% year-on-year.
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Fiscal 2026 Outlook:
As a result of our year-to-date performance, we are updating our previously communicated financial guidance for fiscal 2026:
■ | Net revenue for fiscal 2026 is still expected to be up mid-single digits; organic revenue is still expected to be up low-single digits, with pricing up mid-single digits and volume down low-single digits; the impact from foreign exchange is now expected to be approximately 2%; |
■ | Adjusted EBITDA for fiscal 2026 is now expected to be in the range of $655 million to $670 million; |
■ | Core tax rate, excluding the impact of discrete items, is now expected to be in the range of 25.5% to 26.0%; |
■ | Adjusted EPS (diluted) is now expected to be in the range of $4.70 to $4.85; |
■ | Cash flow from operations for fiscal 2026, excluding the impact of AMS-related items, is still expected to be in the range of $300 million to $325 million. |
Conference Call:
The Company will hold a conference call on September 24, 2026, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on September 24, 2026 to 10:59 p.m. CT on October 1, 2026. To access the telephone replay dial 1-833-309-1852 (toll free) or 1-929-828-5978 and enter the Meeting ID: 835696208.
Regulation G:
The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2026 Outlook, which the company cannot reconcile to forward-looking GAAP results without unreasonable effort.
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About H.B. Fuller:
As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com
Safe Harbor for Forward-Looking Statements:
Certain statements in this press release are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of catastrophic events on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.
Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.
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H.B. FULLER COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL INFORMATION
In thousands, except per share amounts (unaudited)
| | Three Months Ended August 29, 2026 | | | Percent of Net Revenue | | | Three Months Ended August 30, 2025 | | | Percent of Net Revenue | |
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Net revenue | | $ | 938,175 | | | | 100.0 | % | | $ | 892,043 | | | | 100.0 | % |
Cost of sales | | | (626,489 | ) | | | (66.8 | )% | | | (606,929 | ) | | | (68.0 | )% |
Gross profit | | | 311,686 | | | | 33.2 | % | | | 285,114 | | | | 32.0 | % |
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Selling, general and administrative expenses | | | (198,481 | ) | | | (21.2 | )% | | | (174,974 | ) | | | (19.6 | )% |
Other income, net | | | 26,429 | | | | 2.8 | % | | | 5,308 | | | | 0.6 | % |
Interest expense | | | (40,915 | ) | | | (4.4 | )% | | | (33,630 | ) | | | (3.8 | )% |
Interest income | | | 2,489 | | | | 0.3 | % | | | 1,110 | | | | 0.1 | % |
Income before income taxes and income from equity method investments | | | 101,208 | | | | 10.8 | % | | | 82,928 | | | | 9.3 | % |
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Income taxes | | | (24,656 | ) | | | (2.6 | )% | | | (16,527 | ) | | | (1.9 | )% |
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Income from equity method investments | | | 2,630 | | | | 0.3 | % | | | 832 | | | | 0.1 | % |
Net income including non-controlling interest | | | 79,182 | | | | 8.4 | % | | | 67,233 | | | | 7.5 | % |
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Net income attributable to non-controlling interest | | | - | | | | 0.0 | % | | | (73 | ) | | | (0.0 | )% |
Net income attributable to H.B. Fuller | | $ | 79,182 | | | | 8.4 | % | | $ | 67,160 | | | | 7.5 | % |
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Basic income per common share attributable to H.B. Fuller | | $ | 1.46 | | | | | | | $ | 1.23 | | | | | |
Diluted income per common share attributable to H.B. Fuller | | $ | 1.44 | | | | | | | $ | 1.22 | | | | | |
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Weighted-average common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 54,235 | | | | | | | | 54,428 | | | | | |
Diluted | | | 54,906 | | | | | | | | 55,162 | | | | | |
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H.B. FULLER COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL INFORMATION
In thousands, except per share amounts (unaudited)
| | Nine Months Ended August 29, 2026 | | | Percent of Net Revenue | | | Nine Months Ended August 30, 2025 | | | Percent of Net Revenue | |
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Net revenue | | $ | 2,659,289 | | | | 100.0 | % | | $ | 2,578,801 | | | | 100.0 | % |
Cost of sales | | | (1,791,902 | ) | | | (67.4 | )% | | | (1,780,228 | ) | | | (69.0 | )% |
Gross profit | | | 867,387 | | | | 32.6 | % | | | 798,573 | | | | 31.0 | % |
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Selling, general and administrative expenses | | | (585,297 | ) | | | (22.0 | )% | | | (541,942 | ) | | | (21.0 | )% |
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Other income, net | | | 38,805 | | | | 1.5 | % | | | 15,655 | | | | 0.6 | % |
Interest expense | | | (106,542 | ) | | | (4.0 | )% | | | (100,536 | ) | | | (3.9 | )% |
Interest income | | | 6,524 | | | | 0.2 | % | | | 3,064 | | | | 0.1 | % |
Income before income taxes and income from equity method investments | | | 220,877 | | | | 8.3 | % | | | 174,814 | | | | 6.8 | % |
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Income taxes | | | (57,662 | ) | | | (2.2 | )% | | | (55,198 | ) | | | (2.1 | )% |
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Income from equity method investments | | | 4,816 | | | | 0.2 | % | | | 2,726 | | | | 0.1 | % |
Net income including non-controlling interest | | | 168,031 | | | | 6.3 | % | | | 122,342 | | | | 4.7 | % |
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Net income attributable to non-controlling interest | | | - | | | | 0.0 | % | | | (106 | ) | | | (0.0 | )% |
Net income attributable to H.B. Fuller | | $ | 168,031 | | | | 6.3 | % | | $ | 122,236 | | | | 4.7 | % |
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Basic income per common share attributable to H.B. Fuller | | $ | 3.09 | | | | | | | $ | 2.24 | | | | | |
Diluted income per common share attributable to H.B. Fuller | | $ | 3.05 | | | | | | | $ | 2.21 | | | | | |
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Weighted-average common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 54,465 | | | | | | | | 54,623 | | | | | |
Diluted | | | 55,163 | | | | | | | | 55,381 | | | | | |
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H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands, except per share amounts (unaudited)
| | Three Months Ended | | | Three Months Ended | |
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| | August 29, | | | August 30, | | | August 29, | | | August 30, | |
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| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
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Net income attributable to H.B. Fuller | | $ | 79,182 | | | $ | 67,160 | | | $ | 168,031 | | | $ | 122,236 | |
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Adjustments: | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | (10,358 | ) | | | 518 | | | | (8,033 | ) | | | 13,948 | |
Organizational realignment2 | | | 5,834 | | | | 4,620 | | | | 20,269 | | | | 20,028 | |
Project One3 | | | 2,700 | | | | 2,499 | | | | 8,140 | | | | 8,146 | |
Other4 | | | 8,387 | | | | 1,711 | | | | 11,317 | | | | 1,755 | |
Discrete tax items5 | | | (2,075 | ) | | | (3,742 | ) | | | (1,621 | ) | | | 11,210 | |
Income tax effect on adjustments6 | | | (242 | ) | | | (3,402 | ) | | | (5,628 | ) | | | (13,309 | ) |
Adjusted net income attributable to H.B. Fuller7 | | | 83,428 | | | | 69,364 | | | | 192,475 | | | | 164,014 | |
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Add: | | | | | | | | | | | | | | | | |
Interest expense | | | 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 expense8 | | | 45,844 | | | | 45,298 | | | | 137,682 | | | | 132,477 | |
Adjusted EBITDA7 | | $ | 186,709 | | | $ | 170,592 | | | $ | 486,458 | | | $ | 450,608 | |
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Diluted Shares | | | 54,906 | | | | 55,162 | | | | 55,163 | | | | 55,381 | |
Adjusted diluted income per common share attributable to H.B. Fuller7 | | $ | 1.52 | | | $ | 1.26 | | | $ | 3.49 | | | $ | 2.96 | |
Revenue | | $ | 938,175 | | | $ | 892,043 | | | $ | 2,659,289 | | | $ | 2,578,801 | |
Adjusted EBITDA margin7 | | | 19.9 | % | | | 19.1 | % | | | 18.3 | % | | | 17.5 | % |
1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $9,152 and $168 in transaction costs (primarily consulting and professional fees) and $203 and $350 in purchase accounting costs (primarily professional fees for valuation services, interest on holdback liabilities and inventory step-up cost) for the three months ended August 29, 2026 and August 30, 2025, respectively. Acquisition project costs include $10,661 and $13,068 in transaction costs (primarily consulting and professional fees) and $1,019 and $880 in purchase accounting costs (primarily professional fees for valuation services, interest on holdback liabilities and inventory step-up cost) for the nine months ended August 29, 2026 and August 30, 2025, respectively. Additionally, for the three and nine months ended August 29, 2026, acquisition project costs include a ($19,713) unrealized gain on a foreign exchange forward contract related to a pending acquisition.
2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs and the impact of accelerated depreciation. Organizational realignment includes $307 and $1,174 in professional fees related to legal entity and business structure changes, $4,478 and $478 in employee severance and other related costs, and $1,049 and $2,968 related to facility rationalization costs for the three months ended August 29, 2026 and August 30, 2025, respectively. Organizational realignment includes $918 and $3,893 in professional fees related to legal entity and business structure changes, $10,311 and $5,667 in employee severance and other related costs, and $9,040 and $10,468 related to facility rationalization costs for the nine months ended August 29, 2026 and August 30, 2025, respectively.
3 Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which has upgraded and standardized our information system.
4 Other for the three and nine months ended August 29, 2026 includes debt extinguishment and bridge financing costs related to an acquisition of $7,791. Additionally, it includes acquired environmental liabilities and ongoing litigation and product claims related to a divested business.
5 Discrete tax items for the three and nine months ended August 29, 2026 are related to various U.S. and foreign tax matters. Discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters. Discrete tax expense for the nine months ended August 30, 2025 relates to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U.S. and foreign tax matters.
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6 The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments.
7 Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
8 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($199) and ($261) for the three months ended August 29, 2026 and August 30, 2025, respectively and ($778) and ($362) for the nine months ended August 29, 2026 and August 30, 2025, respectively.
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H.B. FULLER COMPANY AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
In thousands (unaudited)
| | Three Months Ended | | | Nine Months Ended | |
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| | August 29, | | | August 30, | | | August 29, | | | August 30, | |
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| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
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Net Revenue: | | | | | | | | | | | | | | | | |
Hygiene, Health and Consumable Adhesives | | $ | 412,965 | | | $ | 386,068 | | | $ | 1,181,353 | | | $ | 1,151,768 | |
Engineering Adhesives | | | 278,700 | | | | 272,297 | | | | 804,387 | | | | 785,474 | |
Building Adhesive Solutions | | | 246,510 | | | | 233,678 | | | | 673,549 | | | | 641,559 | |
Corporate unallocated | | | - | | | | - | | | | - | | | | - | |
Total H.B. Fuller | | $ | 938,175 | | | $ | 892,043 | | | $ | 2,659,289 | | | $ | 2,578,801 | |
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Segment Operating Income (Loss): | | | | | | | | | | | | | | | | |
Hygiene, Health and Consumable Adhesives | | $ | 53,592 | | | $ | 46,491 | | | $ | 138,953 | | | $ | 119,840 | |
Engineering Adhesives | | | 49,728 | | | | 46,852 | | | | 127,727 | | | | 121,880 | |
Building Adhesive Solutions | | | 28,354 | | | | 25,859 | | | | 58,555 | | | | 54,550 | |
Corporate unallocated | | | (18,469 | ) | | | (9,062 | ) | | | (43,145 | ) | | | (39,639 | ) |
Total H.B. Fuller | | $ | 113,205 | | | $ | 110,140 | | | $ | 282,090 | | | $ | 256,631 | |
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Adjusted EBITDA7 | | | | | | | | | | | | | | | | |
Hygiene, Health and Consumable Adhesives | | $ | 72,773 | | | $ | 65,324 | | | $ | 196,374 | | | $ | 174,178 | |
Engineering Adhesives | | | 66,447 | | | | 63,427 | | | | 178,150 | | | | 170,956 | |
Building Adhesive Solutions | | | 44,760 | | | | 41,473 | | | | 107,784 | | | | 100,810 | |
Corporate unallocated | | | 2,729 | | | | 368 | | | | 4,150 | | | | 4,664 | |
Total H.B. Fuller | | $ | 186,709 | | | $ | 170,592 | | | $ | 486,458 | | | $ | 450,608 | |
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Adjusted EBITDA Margin7 | | | | | | | | | | | | | | | | |
Hygiene, Health and Consumable Adhesives | | | 17.6 | % | | | 16.9 | % | | | 16.6 | % | | | 15.1 | % |
Engineering Adhesives | | | 23.8 | % | | | 23.3 | % | | | 22.1 | % | | | 21.8 | % |
Building Adhesive Solutions | | | 18.2 | % | | | 17.7 | % | | | 16.0 | % | | | 15.7 | % |
Corporate unallocated | | NMP | | | NMP | | | NMP | | | NMP | |
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Total H.B. Fuller | | | 19.9 | % | | | 19.1 | % | | | 18.3 | % | | | 17.5 | % |
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H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands, except per share amounts (unaudited)
| | Three Months Ended | | | Nine Months Ended | |
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| | August 29, | | | August 30, | | | August 29, | | | August 30, | |
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| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
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Income before income taxes and income from equity method investments | | $ | 101,208 | | | $ | 82,928 | | | $ | 220,877 | | | $ | 174,814 | |
| | | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | (10,358 | ) | | | 518 | | | | (8,033 | ) | | | 13,948 | |
Organizational realignment2 | | | 5,834 | | | | 4,620 | | | | 20,269 | | | | 20,028 | |
Project One3 | | | 2,700 | | | | 2,499 | | | | 8,140 | | | | 8,146 | |
Other4 | | | 8,387 | | | | 1,711 | | | | 11,317 | | | | 1,755 | |
Adjusted income before income taxes and income from equity method investments9 | | $ | 107,771 | | | $ | 92,276 | | | $ | 252,570 | | | $ | 218,691 | |
9 Adjusted income before income taxes and income from equity method investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity method investments is defined as income before income taxes and income from equity method investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity method investments to income before income taxes and income from equity method investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands, except per share amounts (unaudited)
| | Three Months Ended | | | Nine Months Ended | |
||||||||||
| | August 29, | | | August 30, | | | August 29, | | | August 30, | |
||||
| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
||||
Income Taxes | | $ | (24,656 | ) | | $ | (16,527 | ) | | $ | (57,662 | ) | | $ | (55,198 | ) |
| | | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | 381 | | | | (188 | ) | | | (85 | ) | | | (3,988 | ) |
Organizational realignment2 | | | (215 | ) | | | (1,681 | ) | | | (3,491 | ) | | | (6,136 | ) |
Project One3 | | | (99 | ) | | | (910 | ) | | | (1,269 | ) | | | (2,548 | ) |
Other4 | | | (309 | ) | | | (623 | ) | | | (782 | ) | | | (637 | ) |
Discrete tax items5 | | | (2,075 | ) | | | (3,742 | ) | | | (1,621 | ) | | | 11,210 | |
Adjusted income taxes10 | | $ | (26,973 | ) | | $ | (23,671 | ) | | $ | (64,910 | ) | | $ | (57,297 | ) |
| | | | | | | | | | | | | | | | |
Adjusted income before income taxes and income from equity method investments | | $ | 107,771 | | | $ | 92,276 | | | $ | 252,570 | | | $ | 218,691 | |
Adjusted effective income tax rate10 | | | 25.0 | % | | | 25.7 | % | | | 25.7 | % | | | 26.2 | % |
10 Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes is defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
10
H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
| | Three Months Ended | | | Nine Months Ended | |
||||||||||
| | August 29, | | | August 30, | | | August 29, | | | August 30, | |
||||
| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
||||
| | | | | | | | | | | | | | | | |
Net revenue | | $ | 938,175 | | | $ | 892,043 | | | $ | 2,659,289 | | | $ | 2,578,801 | |
| | | | | | | | | | | | | | | | |
Gross profit | | $ | 311,686 | | | $ | 285,114 | | | $ | 867,387 | | | $ | 798,573 | |
Gross profit margin | | | 33.2 | % | | | 32.0 | % | | | 32.6 | % | | | 31.0 | % |
| | | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | - | | | | 89 | | | | - | | | | 764 | |
Organizational realignment2 | | | 2,952 | | | | 3,216 | | | | 10,475 | | | | 11,140 | |
Project One3 | | | - | | | | - | | | | - | | | | - | |
Other4 | | | - | | | | - | | | | 2,501 | | | | - | |
Adjusted gross profit11 | | $ | 314,638 | | | $ | 288,419 | | | $ | 880,363 | | | $ | 810,477 | |
Adjusted gross profit margin11 | | | 33.5 | % | | | 32.3 | % | | | 33.1 | % | | | 31.4 | % |
11 Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin are defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
| | Three Months Ended | | | Nine Months Ended | |
||||||||||
| | August 29, | | | August 30, | | | August 29, | | | August 30, | |
||||
| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
||||
| | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | $ | (198,481 | ) | | $ | (174,974 | ) | | $ | (585,297 | ) | | $ | (541,942 | ) |
| | | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | 9,182 | | | | 168 | | | | 10,841 | | | | 11,528 | |
Organizational realignment2 | | | 3,024 | | | | 1,373 | | | | 8,647 | | | | 6,302 | |
Project One3 | | | 2,701 | | | | 2,500 | | | | 8,141 | | | | 8,146 | |
Other4 | | | 597 | | | | 1,711 | | | | 2,522 | | | | 1,755 | |
Adjusted selling, general and administrative expenses12 | | $ | (182,977 | ) | | $ | (169,222 | ) | | $ | (555,146 | ) | | $ | (514,211 | ) |
12 Adjusted selling, general and administrative expenses is a non-GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
11
H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
Three Months Ended: | | Hygiene, Health and Consumable | | | Engineering | | | Building Adhesive | | | Segment | | | Corporate | | | H.B. Fuller | |
||||||
August 29, 2026 | | Adhesives | | | Adhesives | | | Solutions | | | Total | | | Unallocated | | | Consolidated | |
||||||
Net income attributable to H.B. Fuller | | $ | 56,083 | | | $ | 50,825 | | | $ | 31,228 | | | $ | 138,136 | | | $ | (58,954 | ) | | $ | 79,182 | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | - | | | | - | | | | - | | | | - | | | | (10,358 | ) | | | (10,358 | ) |
Organizational realignment2 | | | - | | | | - | | | | - | | | | - | | | | 5,834 | | | | 5,834 | |
Project One3 | | | - | | | | - | | | | - | | | | - | | | | 2,700 | | | | 2,700 | |
Other4 | | | - | | | | - | | | | - | | | | - | | | | 8,387 | | | | 8,387 | |
Discrete tax items5 | | | - | | | | - | | | | - | | | | - | | | | (2,075 | ) | | | (2,075 | ) |
Income tax effect on adjustments6 | | | - | | | | - | | | | - | | | | - | | | | (242 | ) | | | (242 | ) |
Adjusted net income attributable to H.B. Fuller7 | | | 56,083 | | | | 50,825 | | | | 31,228 | | | | 138,136 | | | | (54,708 | ) | | | 83,428 | |
Add: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | - | | | | - | | | | - | | | | - | | | | 32,953 | | | | 32,953 | |
Interest income | | | - | | | | - | | | | - | | | | - | | | | (2,489 | ) | | | (2,489 | ) |
Adjusted Income taxes | | | - | | | | - | | | | - | | | | - | | | | 26,973 | | | | 26,973 | |
Depreciation and amortization expense8 | | | 16,690 | | | | 15,622 | | | | 13,532 | | | | 45,844 | | | | - | | | | 45,844 | |
Adjusted EBITDA7 | | $ | 72,773 | | | $ | 66,447 | | | $ | 44,760 | | | $ | 183,980 | | | $ | 2,729 | | | $ | 186,709 | |
Revenue | | $ | 412,965 | | | $ | 278,700 | | | $ | 246,510 | | | $ | 938,175 | | | | - | | | $ | 938,175 | |
Adjusted EBITDA Margin7 | | | 17.6 | % | | | 23.8 | % | | | 18.2 | % | | | 19.6 | % | | NMP | | | | 19.9 | % |
|
Nine Months Ended | | Hygiene, Health and Consumable | | | Engineering | | | Building Adhesive | | | Segment | | | Corporate | | | H.B. Fuller | |
||||||
August 29, 2026 | | Adhesives | | | Adhesives | | | Solutions | | | Total | | | Unallocated | | | Consolidated | |
||||||
Net income attributable to H.B. Fuller | | $ | 146,429 | | | $ | 131,020 | | | $ | 67,177 | | | $ | 344,626 | | | $ | (176,595 | ) | | $ | 168,031 | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | - | | | | - | | | | - | | | | - | | | | (8,033 | ) | | | (8,033 | ) |
Organizational realignment2 | | | - | | | | - | | | | - | | | | - | | | | 20,269 | | | | 20,269 | |
Project One3 | | | - | | | | - | | | | - | | | | - | | | | 8,140 | | | | 8,140 | |
Other4 | | | - | | | | - | | | | - | | | | - | | | | 11,317 | | | | 11,317 | |
Discrete tax items5 | | | - | | | | - | | | | - | | | | - | | | | (1,621 | ) | | | (1,621 | ) |
Income tax effect on adjustments6 | | | - | | | | - | | | | - | | | | - | | | | (5,628 | ) | | | (5,628 | ) |
Adjusted net income attributable to H.B. Fuller7 | | | 146,429 | | | | 131,020 | | | | 67,177 | | | | 344,626 | | | | (152,151 | ) | | | 192,475 | |
Add: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | - | | | | - | | | | - | | | | - | | | | 97,910 | | | | 97,910 | |
Interest income | | | - | | | | - | | | | - | | | | - | | | | (6,519 | ) | | | (6,519 | ) |
Adjusted Income taxes | | | - | | | | - | | | | - | | | | - | | | | 64,910 | | | | 64,910 | |
Depreciation and amortization expense8 | | | 49,945 | | | | 47,130 | | | | 40,607 | | | | 137,682 | | | | - | | | | 137,682 | |
Adjusted EBITDA7 | | $ | 196,374 | | | $ | 178,150 | | | $ | 107,784 | | | $ | 482,308 | | | $ | 4,150 | | | $ | 486,458 | |
Revenue | | | 1,181,353 | | | | 804,387 | | | | 673,549 | | | | 2,659,289 | | | | - | | | | 2,659,289 | |
Adjusted EBITDA Margin7 | | | 16.6 | % | | | 22.1 | % | | | 16.0 | % | | | 18.1 | % | | NMP | | | | 18.3 | % |
|
Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
NMP = Non-meaningful percentage
12
H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
Three Months Ended: | | Hygiene, Health and Consumable | | | Engineering | | | Building Adhesive | | | Segment | | | Corporate | | | H.B. Fuller | |
||||||
August 30, 2025 | | Adhesives | | | Adhesives | | | Solutions | | | Total | | | Unallocated | | | Consolidated | |
||||||
Net income attributable to H.B. Fuller | | $ | 48,697 | | | $ | 47,820 | | | $ | 28,409 | | | $ | 124,926 | | | $ | (57,766 | ) | | $ | 67,160 | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | - | | | | - | | | | - | | | | - | | | | 518 | | | | 518 | |
Organizational realignment2 | | | - | | | | - | | | | - | | | | - | | | | 4,620 | | | | 4,620 | |
Project One3 | | | - | | | | - | | | | - | | | | - | | | | 2,499 | | | | 2,499 | |
Other4 | | | - | | | | - | | | | - | | | | - | | | | 1,711 | | | | 1,711 | |
Discrete tax items5 | | | - | | | | - | | | | - | | | | - | | | | (3,742 | ) | | | (3,742 | ) |
Income tax effect on adjustments6 | | | - | | | | - | | | | - | | | | - | | | | (3,402 | ) | | | (3,402 | ) |
Adjusted net income attributable to H.B. Fuller7 | | | 48,697 | | | | 47,820 | | | | 28,409 | | | | 124,926 | | | | (55,562 | ) | | | 69,364 | |
Add: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | - | | | | - | | | | - | | | | - | | | | 33,369 | | | | 33,369 | |
Interest income | | | - | | | | - | | | | - | | | | - | | | | (1,110 | ) | | | (1,110 | ) |
Adjusted Income taxes | | | - | | | | - | | | | - | | | | - | | | | 23,671 | | | | 23,671 | |
Depreciation and amortization expense8 | | | 16,627 | | | | 15,607 | | | | 13,064 | | | | 45,298 | | | | - | | | | 45,298 | |
Adjusted EBITDA7 | | $ | 65,324 | | | $ | 63,427 | | | $ | 41,473 | | | $ | 170,224 | | | $ | 368 | | | $ | 170,592 | |
Revenue | | $ | 386,068 | | | $ | 272,297 | | | $ | 233,678 | | | $ | 892,043 | | | | - | | | $ | 892,043 | |
Adjusted EBITDA Margin7 | | | 16.9 | % | | | 23.3 | % | | | 17.7 | % | | | 19.1 | % | | NMP | | | | 19.1 | % |
|
Nine Months Ended | | Hygiene, Health and Consumable | | | Engineering | | | Building Adhesive | | | Segment | | | Corporate | | | H.B. Fuller | |
||||||
August 30, 2025 | | Adhesives | | | Adhesives | | | Solutions | | | Total | | | Unallocated | | | Consolidated | |
||||||
Net income attributable to H.B. Fuller | | $ | 126,467 | | | $ | 124,791 | | | $ | 62,209 | | | $ | 313,467 | | | $ | (191,231 | ) | | $ | 122,236 | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | - | | | | - | | | | - | | | | - | | | | 13,948 | | | | 13,948 | |
Organizational realignment2 | | | - | | | | - | | | | - | | | | - | | | | 20,028 | | | | 20,028 | |
Project One3 | | | - | | | | - | | | | - | | | | - | | | | 8,146 | | | | 8,146 | |
Other4 | | | - | | | | - | | | | - | | | | - | | | | 1,755 | | | | 1,755 | |
Discrete tax items5 | | | - | | | | - | | | | - | | | | - | | | | 11,210 | | | | 11,210 | |
Income tax effect on adjustments6 | | | - | | | | - | | | | - | | | | - | | | | (13,309 | ) | | | (13,309 | ) |
Adjusted net income attributable to H.B. Fuller7 | | | 126,467 | | | | 124,791 | | | | 62,209 | | | | 313,467 | | | | (149,453 | ) | | | 164,014 | |
Add: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | - | | | | - | | | | - | | | | - | | | | 99,884 | | | | 99,884 | |
Interest income | | | - | | | | - | | | | - | | | | - | | | | (3,064 | ) | | | (3,064 | ) |
Adjusted Income taxes | | | - | | | | - | | | | - | | | | - | | | | 57,297 | | | | 57,297 | |
Depreciation and amortization expense8 | | | 47,711 | | | | 46,165 | | | | 38,601 | | | | 132,477 | | | | - | | | | 132,477 | |
Adjusted EBITDA7 | | $ | 174,178 | | | $ | 170,956 | | | $ | 100,810 | | | $ | 445,944 | | | $ | 4,664 | | | $ | 450,608 | |
Revenue | | $ | 1,151,768 | | | $ | 785,474 | | | $ | 641,559 | | | $ | 2,578,801 | | | | - | | | $ | 2,578,801 | |
Adjusted EBITDA Margin7 | | | 15.1 | % | | | 21.8 | % | | | 15.7 | % | | | 17.3 | % | | NMP | | | | 17.5 | % |
|
Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
NMP = Non-meaningful percentage
13
H.B. FULLER COMPANY AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
NET REVENUE GROWTH
(unaudited)
| | Three Months Ended August 29, 2026 | | | Nine Months Ended August 29, 2026 | |
||
Price | | | 7.4 | % | | | 3.7 | % |
Volume | | | (3.0 | )% | | | (3.3 | )% |
Organic Growth13 | | | 4.4 | % | | | 0.4 | % |
M&A | | | 0.1 | % | | | 0.3 | % |
Constant currency | | | 4.5 | % | | | 0.7 | % |
F/X | | | 0.7 | % | | | 2.4 | % |
Total H.B. Fuller Net Revenue | | | 5.2 | % | | | 3.1 | % |
Revenue growth versus 2025 | | Three Months Ended | |
|||||||||||||||||
| | August 29, 2026 | |
|||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | Net Revenue | | | F/X | | | Constant Currency | | | M&A | | | Organic Growth13 | |
|||||
Hygiene, Health and Consumable Adhesives | | | 7.0 | % | | | 0.6 | % | | | 6.4 | % | | | 0.0 | % | | | 6.4 | % |
Engineering Adhesives | | | 2.4 | % | | | 1.3 | % | | | 1.1 | % | | | 0.4 | % | | | 0.7 | % |
Building Adhesive Solutions | | | 5.5 | % | | | 0.3 | % | | | 5.2 | % | | | 0.0 | % | | | 5.2 | % |
Corporate Unallocated | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % |
Total H.B. Fuller | | | 5.2 | % | | | 0.7 | % | | | 4.5 | % | | | 0.1 | % | | | 4.4 | % |
Revenue growth versus 2025 | | Nine Months Ended | |
|||||||||||||||||
| | August 29, 2026 | |
|||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | Net Revenue | | | F/X | | | Constant Currency | | | M&A | | | Organic Growth13 | |
|||||
Hygiene, Health and Consumable Adhesives | | | 2.6 | % | | | 2.4 | % | | | 0.2 | % | | | 0.3 | % | | | (0.1 | )% |
Engineering Adhesives | | | 2.4 | % | | | 2.6 | % | | | (0.2 | )% | | | 0.5 | % | | | (0.7 | )% |
Building Adhesive Solutions | | | 5.0 | % | | | 2.4 | % | | | 2.6 | % | | | 0.0 | % | | | 2.6 | % |
Corporate Unallocated | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % |
Total H.B. Fuller | | | 3.1 | % | | | 2.4 | % | | | 0.7 | % | | | 0.3 | % | | | 0.4 | % |
13 We use the term “organic revenue” to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures.
14
H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
| | Three Months Ended | | | Trailing Twelve Months14 Ended | |
||||||||||||||
| | November 29, 2025 | | | February 28, 2026 | | | May 30, 2026 | | | August 29, 2026 | | | August 29, 2026 | |
|||||
| | | | | | | | | | | | | | | | | | | | |
Net income attributable to H.B. Fuller | | $ | 29,732 | | | $ | 21,045 | | | $ | 67,805 | | | $ | 79,182 | | | $ | 197,764 | |
| | | | | | | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | |
Acquisition project costs1 | | | 1,465 | | | | 931 | | | | 1,395 | | | | (10,358 | ) | | | (6,567 | ) |
Organizational realignment2 | | | 11,396 | | | | 10,022 | | | | 4,413 | | | | 5,834 | | | | 31,665 | |
Project One3 | | | 2,091 | | | | 3,053 | | | | 2,387 | | | | 2,700 | | | | 10,231 | |
Other15 | | | 37,400 | | | | (95 | ) | | | 3,024 | | | | 8,387 | | | | 48,716 | |
Discrete tax items16 | | | (3,743 | ) | | | 98 | | | | 356 | | | | (2,075 | ) | | | (5,364 | ) |
Income tax effect on adjustments6 | | | (7,745 | ) | | | (3,539 | ) | | | (1,848 | ) | | | (242 | ) | | | (13,374 | ) |
Adjusted net income attributable to H.B. Fuller7 | | | 70,596 | | | | 31,515 | | | | 77,532 | | | | 83,428 | | | | 263,071 | |
| | | | | | | | | | | | | | | | | | | | |
Add: | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 32,547 | | | | 32,373 | | | | 32,584 | | | | 32,953 | | | | 130,457 | |
Interest income | | | (1,756 | ) | | | (2,069 | ) | | | (1,961 | ) | | | (2,489 | ) | | | (8,275 | ) |
Adjusted Income taxes | | | 23,420 | | | | 10,862 | | | | 27,075 | | | | 26,973 | | | | 88,330 | |
Depreciation and Amortization expense17 | | | 45,246 | | | | 46,023 | | | | 45,815 | | | | 45,844 | | | | 182,928 | |
Adjusted EBITDA7 | | $ | 170,053 | | | $ | 118,704 | | | $ | 181,045 | | | $ | 186,709 | | | $ | 656,511 | |
14 Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
15 Other for the three months ended November 29, 2025 includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line. Other for the three months ended May 30, 2026 includes acquired environmental liabilities and ongoing litigation and product claims related to a divested business. Other for the three months ended August 29, 2026 includes debt issuance fees related to an acquisition, acquired environmental liabilities and ongoing litigation and product claims related to a divested business.
16 Discrete tax items are related to various U.S. and foreign tax matters.
17 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($234) for the three months ended November 29, 2025, ($342) for the three months ended February 28, 2026, ($237) for the three months ended May 30, 2026 and ($199) for the three months ended August 29, 2026
15
H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
| | August 29, 2026 | | | November 29, 2025 | | | August 30, 2025 | |
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Total debt | | $ | 2,054,547 | | | $ | 2,016,937 | | | $ | 2,080,470 | |
Less: Cash and cash equivalents | | | 97,230 | | | | 107,213 | | | | 122,458 | |
Net debt18 | | $ | 1,957,317 | | | $ | 1,909,724 | | | $ | 1,958,012 | |
| | | | | | | | | | | | |
Trailing twelve months14 / Year ended Adjusted EBITDA | | $ | 656,511 | | | $ | 620,660 | | | $ | 598,944 | |
Net Debt-to-Adjusted EBITDA18 | | | 3.0 | | | | 3.1 | | | | 3.3 | |
18 Net debt and net debt-to-adjusted EBITDA are non-GAAP financial measures. Net debt is defined as total debt less cash and cash equivalents. Net debt-to-adjusted EBITDA is defined as net debt divided by trailing twelve months adjusted EBITDA. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to total debt, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
| | August 29, 2026 | | | May 30, 2026 | | | August 30, 2025 | |
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Trade receivables, net | | $ | 648,012 | | | $ | 622,745 | | | $ | 563,579 | |
Inventory | | | 582,645 | | | | 526,737 | | | | 502,956 | |
Trade payables | | | (537,126 | ) | | | (526,321 | ) | | | (459,409 | ) |
Net working capital19 | | $ | 693,531 | | | $ | 623,161 | | | $ | 607,126 | |
| | | | | | | | | | | | |
Net revenue three months ended | | $ | 938,175 | | | $ | 950,271 | | | $ | 892,043 | |
Annualized net revenue19 | | | 3,752,700 | | | | 3,801,084 | | | | 3,568,172 | |
| | | | | | | | | | | | |
Net working capital as a percentage of annualized revenue19 | | | 18.5 | % | | | 16.4 | % | | | 17.0 | % |
19 Net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue are non-GAAP financial measures. Net working capital is defined as trade receivables, net plus inventory less trade payables. Annualized net revenue is defined as net revenue for the three months ended on the date presented multiplied by four. Net working capital as a percentage of annualized net revenue is net working capital divided by annualized net revenue. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.
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CONSOLIDATED BALANCE SHEETS
H.B. Fuller Company and Subsidiaries
(In thousands, except share and per share amounts)
| | August 29, | | | November 29, | |
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| | 2026 | | | 2025 | |
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| | | | | | | | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 97,230 | | | $ | 107,213 | |
Accounts receivable (net of allowances of $13,265 and $11,922, as of August 29, 2026 and November 29, 2025, respectively) | | | 648,012 | | | | 564,339 | |
Inventory | | | 582,645 | | | | 471,963 | |
Other current assets | | | 157,985 | | | | 119,750 | |
Total current assets | | | 1,485,872 | | | | 1,263,265 | |
| | | | | | | | |
Property, plant and equipment | | | 2,061,887 | | | | 1,956,209 | |
Accumulated depreciation | | | (1,083,003 | ) | | | (1,020,948 | ) |
Property, plant and equipment, net | | | 978,884 | | | | 935,261 | |
| | | | | | | | |
Goodwill | | | 1,698,216 | | | | 1,680,059 | |
Other intangibles, net | | | 748,693 | | | | 805,867 | |
Other assets | | | 515,383 | | | | 498,254 | |
Total assets | | $ | 5,427,048 | | | $ | 5,182,706 | |
| | | | | | | | |
Liabilities, non-controlling interest and total equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 537,126 | | | $ | 470,132 | |
Accrued compensation | | | 100,075 | | | | 114,302 | |
Income taxes payable | | | 33,078 | | | | 25,018 | |
Other accrued expenses | | | 147,782 | | | | 133,907 | |
Total current liabilities | | | 818,061 | | | | 743,359 | |
| | | | | | | | |
Long-term debt | | | 2,054,547 | | | | 2,016,937 | |
Accrued pension liabilities | | | 51,525 | | | | 51,317 | |
Other liabilities | | | 334,898 | | | | 367,899 | |
Total liabilities | | $ | 3,259,031 | | | $ | 3,179,512 | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | | | | | | | |
Equity | | | | | | | | |
H.B. Fuller stockholders' equity: | | | | | | | | |
Preferred stock (no shares outstanding) shares authorized – 10,045,900 | | | - | | | | - | |
Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares issued and outstanding – 53,818,019 and 54,174,963 as of August 29, 2026 and November 29, 2025, respectively | | $ | 53,818 | | | $ | 54,175 | |
Additional paid-in capital | | | 285,521 | | | | 298,017 | |
Retained earnings | | | 2,154,643 | | | | 2,026,071 | |
Accumulated other comprehensive loss | | | (325,965 | ) | | | (375,045 | ) |
Total H.B. Fuller stockholders' equity | | | 2,168,017 | | | | 2,003,218 | |
Non-controlling interest | | | - | | | | (24 | ) |
Total equity | | | 2,168,017 | | | | 2,003,194 | |
Total liabilities, non-controlling interest and total equity | | $ | 5,427,048 | | | $ | 5,182,706 | |
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CONSOLIDATED STATEMENTS of CASH FLOWS
H.B. Fuller Company and Subsidiaries
(In thousands)
| | Nine Months Ended | |
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| | August 29, 2026 | | | August 30, 2025 | |
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Cash flows from operating activities: | | | | | | | | |
Net income including non-controlling interest | | $ | 168,031 | | | $ | 122,342 | |
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 73,278 | | | | 68,314 | |
Amortization | | | 65,182 | | | | 64,525 | |
Deferred income taxes | | | (15,478 | ) | | | (39,227 | ) |
Loss from equity method investments, net of dividends received | | | 1,422 | | | | 1,045 | |
Loss on the sale of business | | | - | | | | 1,515 | |
Loss on impairment of intangible asset | | | - | | | | 478 | |
Gain on sale or disposal of assets | | | (1,025 | ) | | | (178 | ) |
Share-based compensation | | | 20,144 | | | | 18,170 | |
Pension and other post-retirement plan benefit | | | (18,301 | ) | | | (16,393 | ) |
Loss on debt extinguishment | | | 6,598 | | | | - | |
Unrealized gain on foreign exchange forward contract related to acquisition | | | (19,713 | ) | | | - | |
Change in assets and liabilities, net of effects of acquisitions: | | | | | | | | |
Accounts receivable, net | | | (78,868 | ) | | | (3,336 | ) |
Inventory | | | (106,440 | ) | | | (42,095 | ) |
Other assets | | | (4,825 | ) | | | 2,176 | |
Accounts payable | | | 93,622 | | | | (25,764 | ) |
Accrued compensation | | | (15,184 | ) | | | (19,230 | ) |
Other accrued expenses | | | 21,131 | | | | 6,856 | |
Income taxes payable | | | (3,409 | ) | | | (12,993 | ) |
Pension plan assets and liabilities | | | 1,385 | | | | (177 | ) |
Other liabilities | | | (5,110 | ) | | | 28,622 | |
Foreign currency remeasurement | | | 189 | | | | 2,106 | |
Net cash provided by operating activities | | | 182,629 | | | | 156,756 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchased property, plant and equipment | | | (141,653 | ) | | | (94,593 | ) |
Purchased businesses, net of cash acquired | | | (3,817 | ) | | | (162,095 | ) |
Payment of holdback on acquisitions | | | (11,627 | ) | | | - | |
Proceeds from sale of property, plant and equipment | | | 4,638 | | | | 843 | |
Purchase of cost method investment | | | - | | | | (2,549 | ) |
Proceeds from the sale of a business | | | - | | | | 75,727 | |
Net cash used in investing activities | | | (152,459 | ) | | | (182,667 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of long-term debt | | | 1,643,500 | | | | 1,114,300 | |
Repayment of long-term debt | | | (1,603,993 | ) | | | (1,053,593 | ) |
Payment of debt issuance costs | | | (15,067 | ) | | | (1,047 | ) |
Net payment of notes payable | | | - | | | | (585 | ) |
Dividends paid | | | (39,149 | ) | | | (37,559 | ) |
Proceeds from stock options exercised | | | 12,177 | | | | 5,519 | |
Repurchases of common stock | | | (48,862 | ) | | | (60,728 | ) |
Net cash used in financing activities | | | (51,394 | ) | | | (33,693 | ) |
| | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | 11,241 | | | | 12,710 | |
Net change in cash and cash equivalents | | | (9,983 | ) | | | (46,894 | ) |
Cash and cash equivalents at beginning of period | | | 107,213 | | | | 169,352 | |
Cash and cash equivalents at end of period | | $ | 97,230 | | | $ | 122,458 | |
18