8-K
Fuller H B Co (FUL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_________________
Date of Report (Date of earliest event reported): January 14, 2026
H.B. Fuller Company
(Exact Name of Company as Specified in Charter)
| Minnesota | 001-09225 | 41-0268370 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota | 55164-0683 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Company’s telephone number, including area code: (651) 236-5900
| (Former name or former address, if changed since last report) |
|---|
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $1.00 | FUL | NYSE |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On January 14, 2026, H.B. Fuller Company (the “Company”) announced its operating results for the fourth quarter and fiscal year ended November 29, 2025. A copy of the press release that discusses this matter is furnished as Exhibit 99.1 to, and incorporated by reference in, this report.
The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Press Release, dated January 14, 2026, issued by H.B. Fuller Company |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
2
SIGNATURE
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 hereunto duly authorized.
Date: January 15, 2026
| H.B. FULLER COMPANY | |
|---|---|
| By: | /s/ Gregory O. Ogunsanya |
| Gregory O. Ogunsanya<br><br> <br>Senior Vice President, General Counsel<br><br> <br>and Corporate Secretary |
3
ex_907578.htm
 <br> Worldwide Headquarters<br><br> <br>1200 Willow Lake Boulevard<br><br> <br>St. Paul, Minnesota 55110-5101 |
Exhibit 99.1<br> <br> <br> Scott Jensen<br><br> <br>Investor Relations Contact<br><br> <br>651-236-5060 |
|---|---|
| NEWS | January 14, 2026 |
H.B. Fuller Reports Fourth Quarter and Fiscal Year 2025 Results
Q4 2025 Net income of $30 million; Adjusted EBITDA of $170 million, up 15% year-on-year
Q4 2025 Adjusted EBITDA margin of 19.0%, up 290 basis points year-on-year
Q4 2025 EPS (diluted) of $0.54; Adjusted EPS of $1.28, up 39% year-on-year
FY 2025 Net income of $152 million; Adjusted EBITDA of $621 million
FY 2025 Adjusted EBITDA margin of 17.9%, up 130 basis points year-on-year
ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for its fourth quarter and fiscal year that ended November 29, 2025.
Fourth Quarter 2025 Noteworthy Items:
| ■ | Net revenue was $895 million, down 3.1% year-on-year; adjusting for the flooring divestiture, net revenue was up 0.9% year-on-year; |
|---|---|
| ■ | Gross margin was 31.5%; adjusted gross margin of 32.5% increased 290 basis points year-on-year driven by favorable pricing and raw material cost actions, the impact of acquisitions and divestitures, and restructuring benefits; |
| --- | --- |
| ■ | Net income was $30 million; adjusted EBITDA was $170 million, up 14.6% year-on-year; adjusted EBITDA margin was 19.0%, up 290 basis points year-on-year; |
| --- | --- |
| ■ | Reported EPS (diluted) was $0.54; adjusted EPS (diluted) was $1.28, up 39.1% versus the prior year, driven by higher operating income and lower shares outstanding. |
| --- | --- |
Fiscal Year 2025 Noteworthy Items:
| ■ | Net revenue was $3.47 billion, down 2.7% year-on-year; adjusting for the flooring divestiture, net revenue was up 1.8% year-on-year; |
|---|---|
| ■ | Organic revenue was flat year-on-year, driven by 0.8% favorable pricing, offset by 0.8% lower volume; |
| --- | --- |
| ■ | Gross margin was 31.1%; adjusted gross margin of 31.7% increased 140 basis points year-on-year, driven by pricing and raw material cost actions, the impact of acquisitions and divestitures, and restructuring benefits; |
| --- | --- |
| ■ | Net income was $152 million; adjusted EBITDA was $621 million, up 4.5% year-on-year; adjusted EBITDA margin expanded year-on-year to 17.9%; |
| --- | --- |
| ■ | Reported EPS (diluted) was $2.75; adjusted EPS (diluted) was $4.24, up 10.4% year-on-year, driven by higher operating income and lower shares outstanding; |
| --- | --- |
| ■ | Net working capital, as a percentage of annualized net revenue, increased 130 basis points year-on-year to 15.8%; cash flow from operations was $263 million. |
| --- | --- |
1
Summary of Fourth Quarter 2025 Results:
The company’s net revenue for the fourth quarter of fiscal 2025 was $895 million, down 3.1% versus the fourth quarter of fiscal 2024. Organic revenue was down 1.3% year-on-year, with pricing actions increasing organic revenue by 1.2% and volume decreasing organic revenue by 2.5%. Foreign currency translation increased net revenue by 1.0%, and the net impact of acquisitions and divestitures decreased net revenue by 2.8%.
Gross profit in the fourth quarter of fiscal 2025 was $282 million. Adjusted gross profit was $291 million. Adjusted gross profit margin of 32.5% increased 290 basis points year-on-year. The net impact of pricing and raw material cost actions, the impact of acquisitions and divestitures, and targeted cost reduction efforts drove the year-on-year increase in adjusted gross profit margin.
Selling, general and administrative (SG&A) expense was $184 million in the fourth quarter of fiscal 2025 and adjusted SG&A was $174 million, down modestly year-on-year driven by continued cost saving efforts and lower variable compensation.
Net income attributable to H.B. Fuller for the fourth quarter of fiscal 2025 was $30 million. Adjusted net income attributable to H.B. Fuller for the fourth quarter of fiscal 2025 was $71 million. Adjusted EPS was $1.28 per diluted share, up 39.1% year-on-year.
Adjusted EBITDA in the fourth quarter of fiscal 2025 was $170 million, up 14.6% year-on-year, driven principally by the net impact of pricing and raw material cost actions. Adjusted EBITDA margin increased 290 basis points year-on-year to 19.0%.
“Our execution and agility in the quarter and throughout the year generated double‑digit EPS growth and EBITDA at the top end of our full year guidance range amidst an unpredictable economic backdrop and challenging demand landscape,” said Celeste Mastin, president and CEO. “During this time, we helped our customers navigate this environment successfully—providing them with material optionality and flexibility while ensuring consistent quality and reliable availability wherever in the world they chose to make their products. These efforts, which strengthened our partnerships and enhanced H.B. Fuller’s competitive positioning, are reflected in our improved profitability and sustained margin expansion.
2
“As a result, we are exiting the fourth quarter with strong momentum heading into 2026 and are firmly on track to achieve our target of greater than 20% EBITDA margin. I am very proud of our team’s resolve, resourcefulness, and the meaningful progress we made in 2025 as we continue transforming H.B. Fuller into a higher‑growth, higher‑margin company.”
Balance Sheet and Working Capital:
Net debt at the end of the fourth quarter of fiscal 2025 was $1,910 million, down $48 million sequentially versus the third quarter and up $68 million year-on-year. Net debt-to-adjusted EBITDA of 3.1X was down sequentially from 3.3X versus the previous quarter, and down from 3.5X in the first quarter.
Net working capital in the fourth quarter of fiscal 2025 declined $41 million sequentially versus the third quarter. As a percentage of annualized net revenue, net working capital decreased 120 basis points versus the third quarter. On a year-on-year basis, net working capital increased 130 basis points to 15.8%, due to slightly higher inventory days on hand as we execute our manufacturing footprint optimization.
Fiscal 2026 Outlook:
| ■ | Net revenue for fiscal 2026 is expected to be flat to up 2%, with organic revenue expected to be approximately flat versus fiscal 2025; |
|---|---|
| ■ | Adjusted EBITDA for fiscal 2026 is expected to be in the range of $630 million to $660 million; |
| --- | --- |
| ■ | Net revenue for the first quarter of 2026 is expected to be down low single digits; adjusted EBITDA for the first quarter of 2026 is expected to be in the range of $110 million to $120 million; |
| --- | --- |
| ■ | Depreciation and amortization expense is expected to be approximately $185 million; |
| --- | --- |
| ■ | Net interest expense for fiscal 2026 is expected to be approximately $120 million; |
| --- | --- |
| ■ | The core tax rate, excluding the impact of discrete items, is anticipated to be between 26% and 27% in fiscal year 2026; |
| --- | --- |
| ■ | Adjusted EPS (diluted) is expected to be in the range of $4.35 to $4.70; |
| --- | --- |
| ■ | Fully diluted average share count is expected to be between 55 million and 56 million shares; |
| --- | --- |
| ■ | Operating cash flow in fiscal year 2026 is expected to be between $275 million and $300 million; |
| --- | --- |
| ■ | Capital expenditures of approximately $160 million are expected in fiscal 2026, which includes approximately $50 million related to the company’s manufacturing footprint consolidation initiative. |
| --- | --- |
Conference Call:
The company will hold a conference call on January 15, 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 January 15, 2026, to 10:59 p.m. CT on January 22, 2026. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909, and enter Conference ID: 6370505.
3
Regulation G:
The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2026 Outlook, which the company cannot reconcile to forward-looking GAAP results without unreasonable effort.
About H.B. Fuller:
As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.
Safe Harbor for Forward-Looking Statements:
Certain statements in this press release are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of catastrophic events on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.
Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.
4
H.B. FULLER COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL INFORMATION
In thousands, except per share amounts (unaudited)
| Three Months<br><br> <br>Ended | **** | **** | **** | Three Months<br><br> <br>Ended | **** | **** | **** | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| November 29,<br><br> <br>2025 | Percent of<br><br> <br>Net Revenue | November 30,<br><br> <br>2024 | Percent of<br><br> <br>Net Revenue | |||||||||
| Net revenue | $ | 894,788 | 100.0 | % | $ | 923,284 | 100.0 | % | ||||
| Cost of sales | (612,705 | ) | (68.5 | )% | (658,424 | ) | (71.3 | )% | ||||
| Gross profit | 282,083 | 31.5 | % | 264,860 | 28.7 | % | ||||||
| Selling, general and administrative expenses | (183,643 | ) | (20.5 | )% | (188,453 | ) | (20.4 | )% | ||||
| Other income, net | (26,782 | ) | (3.0 | )% | (44,396 | ) | (4.8 | )% | ||||
| Interest expense | (32,809 | ) | (3.7 | )% | (33,621 | ) | (3.6 | )% | ||||
| Interest income | 1,756 | 0.2 | % | 1,084 | 0.1 | % | ||||||
| Income before income taxes and income from equity method investments | 40,605 | 4.5 | % | (526 | ) | (0.1 | )% | |||||
| Income taxes | (11,931 | ) | (1.3 | )% | (7,885 | ) | (0.9 | )% | ||||
| Income from equity method investments | 1,058 | 0.1 | % | 1,159 | 0.1 | % | ||||||
| Net income including non-controlling interest | 29,732 | 3.3 | % | (7,252 | ) | (0.8 | )% | |||||
| Net income attributable to non-controlling interest | - | 0.0 | % | (107 | ) | (0.0 | )% | |||||
| Net income attributable to H.B. Fuller | $ | 29,732 | 3.3 | % | $ | (7,359 | ) | (0.8 | )% | |||
| Basic income per common share attributable to H.B. Fuller | $ | 0.55 | $ | (0.13 | ) | |||||||
| Diluted income per common share attributable to H.B. Fuller | $ | 0.54 | $ | (0.13 | ) | |||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 54,541 | 55,106 | ||||||||||
| Diluted | 55,276 | 56,658 |
5
H.B. FULLER COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL INFORMATION
In thousands, except per share amounts (unaudited)
| Year Ended | **** | **** | **** | Year Ended | **** | **** | **** | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| November 29,<br><br> <br>2025 | Percent of<br><br> <br>Net Revenue | November 30,<br><br> <br>2024 | Percent of<br><br> <br>Net Revenue | |||||||||
| Net revenue | $ | 3,473,589 | 100.0 | % | $ | 3,568,736 | 100.0 | % | ||||
| Cost of sales | (2,392,934 | ) | (68.9 | )% | (2,506,859 | ) | (70.2 | )% | ||||
| Gross profit | 1,080,655 | 31.1 | % | 1,061,877 | 29.8 | % | ||||||
| Selling, general and administrative expenses | (725,585 | ) | (20.9 | )% | (713,657 | ) | (20.0 | )% | ||||
| Other income, net | (11,126 | ) | (0.3 | )% | (37,115 | ) | (1.0 | )% | ||||
| Interest expense | (133,346 | ) | (3.8 | )% | (133,124 | ) | (3.7 | )% | ||||
| Interest income | 4,820 | 0.1 | % | 4,682 | 0.1 | % | ||||||
| Income before income taxes and income from equity method investments | 215,418 | 6.2 | % | 182,663 | 5.1 | % | ||||||
| Income taxes | (67,129 | ) | (1.9 | )% | (56,381 | ) | (1.6 | )% | ||||
| Income from equity method investments | 3,784 | 0.1 | % | 4,113 | 0.1 | % | ||||||
| Net income including non-controlling interest | 152,073 | 4.4 | % | 130,395 | 3.7 | % | ||||||
| Net income attributable to non-controlling interest | (106 | ) | (0.0 | )% | (139 | ) | (0.0 | )% | ||||
| Net income attributable to H.B. Fuller | $ | 151,967 | 4.4 | % | $ | 130,256 | 3.6 | % | ||||
| Basic income per common share attributable to H.B. Fuller | $ | 2.78 | $ | 2.37 | ||||||||
| Diluted income per common share attributable to H.B. Fuller | $ | 2.75 | $ | 2.30 | ||||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 54,602 | 54,932 | ||||||||||
| Diluted | 55,355 | 56,629 |
6
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| November | November | November | November | |||||||||
| 29, 2025 | 30, 2024 | 29, 2025 | 30, 2024 | |||||||||
| Net income attributable to H.B. Fuller | $ | 29,732 | $ | (7,359 | ) | $ | 151,967 | $ | 130,256 | |||
| Adjustments: | ||||||||||||
| Acquisition project costs ^1^ | 1,465 | 4,051 | 15,412 | 11,035 | ||||||||
| Organizational realignment ^2^ | 11,396 | 15,958 | 31,424 | 39,996 | ||||||||
| Project One ^3^ | 2,091 | 2,672 | 10,237 | 11,885 | ||||||||
| Business divestiture ^4^ | - | 47,267 | - | 47,267 | ||||||||
| Other ^5^ | 37,400 | 39 | 39,155 | (1,981 | ) | |||||||
| Discrete tax items ^6^ | (3,743 | ) | (1,322 | ) | 7,467 | (5,469 | ) | |||||
| Income tax effect on adjustments ^7^ | (7,745 | ) | (9,339 | ) | (21,054 | ) | (15,811 | ) | ||||
| Adjusted net income attributable to H.B. Fuller ^8^ | 70,596 | 51,967 | 234,608 | 217,178 | ||||||||
| Add: | ||||||||||||
| Interest expense | 32,547 | 33,621 | 132,431 | 133,122 | ||||||||
| Interest income | (1,756 | ) | (1,084 | ) | (4,820 | ) | (4,679 | ) | ||||
| Income taxes | 23,420 | 18,546 | 80,717 | 77,661 | ||||||||
| Depreciation and Amortization expense ^9^ | 45,246 | 45,286 | 177,724 | 170,573 | ||||||||
| Adjusted EBITDA ^8^ | 170,053 | 148,336 | 620,660 | 593,855 | ||||||||
| Diluted Shares | 55,276 | 56,658 | 55,355 | 56,629 | ||||||||
| Adjusted diluted income per common share attributable to H.B. Fuller ^8^ | $ | 1.28 | $ | 0.92 | $ | 4.24 | $ | 3.84 | ||||
| Net revenue | $ | 894,788 | $ | 923,284 | $ | 3,473,589 | $ | 3,568,736 | ||||
| Adjusted EBITDA margin ^8^ | 19.0 | % | 16.1 | % | 17.9 | % | 16.6 | % | ||||
| ^1^ Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $1,202 and $4,583 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums) and $263 and $(532) in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) for the three months ended November 29, 2025 and November 30, 2024, respectively. Acquisition project costs include $14,269 and $9,718 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $1,143 and $740 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) and $0 and $577 in business integration costs (primarily costs of transition services agreements and retention bonuses paid to employees of the acquired entities) for the year ended November 29, 2025 and November 30, 2024, respectively. | ||||||||||||
| --- | ||||||||||||
| ^2^ Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs, the impact of accelerated depreciation and for the three months ended March 2, 2024, operational inefficiencies. Organizational realignment includes $558 and $2,169 in professional fees related to legal entity and business structure changes, $9,677 and $6,832 in employee severance and other related costs, and $1,161 and $6,957 related to facility rationalization costs for the three months ended November 29, 2025 and November 30, 2024, respectively. Organizational realignment includes $4,452 and $9,084 in professional fees related to legal entity and business structure changes, $15,344 and $16,553 in employee severance and other related costs, and $11,629 and $14,359 related to facility rationalization costs for the year ended November 29, 2025 and November 30, 2024, 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^ Business divestiture for the three months and year ended November 30, 2024 includes impairment losses for goodwill and long-lived assets, and project costs incurred as a direct result of the sale of the North American Flooring business, which occurred in the first quarter of 2025. Impairment losses represent the difference between book value of the assets held for sale at November 20, 2024 and their net realizable value. | ||||||||||||
| ^5^ Other includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line for the three months and year ended November 29, 2025. Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the year ended November 30, 2024. | ||||||||||||
| ^6^ Discrete tax items for the three months ended November 29, 2025 relate to various U.S. and foreign tax matters. Discrete tax items for the year ended November 30, 2025 primarily relate to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U.S. and foreign tax matters. Discrete tax items for the three months ended November 30, 2024 are related to various foreign tax matters and for the year ended November 30, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. | ||||||||||||
| ^7^ 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. | ||||||||||||
| ^8^ 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. | ||||||||||||
| ^9^ Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($234) and ($711) for the three months ended November 29, 2025 and November 30, 2024, respectively and. ($596) and ($4,137) for the year ended November 29, 2025 and November 30, 2024, respectively. |
7
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SEGMENT FINANCIAL INFORMATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| November | November | November | November | |||||||||
| 29, 2025 | 30, 2024 | 29, 2025 | 30, 2024 | |||||||||
| Net Revenue: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 400,021 | $ | 395,174 | $ | 1,551,789 | $ | 1,546,545 | ||||
| Engineering Adhesives | 276,305 | 265,305 | 1,061,779 | 1,009,031 | ||||||||
| Building Adhesive Solutions | 218,462 | 225,945 | 860,021 | 856,503 | ||||||||
| Corporate unallocated | - | 36,860 | - | 156,657 | ||||||||
| Total H.B. Fuller | $ | 894,788 | $ | 923,284 | $ | 3,473,589 | $ | 3,568,736 | ||||
| Segment Operating Income: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 51,283 | $ | 38,821 | $ | 171,123 | $ | 184,731 | ||||
| Engineering Adhesives | 48,415 | 39,597 | 170,295 | 144,491 | ||||||||
| Building Adhesive Solutions | 17,745 | 20,841 | 72,295 | 75,943 | ||||||||
| Corporate unallocated | (19,003 | ) | (22,851 | ) | (58,642 | ) | (56,945 | ) | ||||
| Total H.B. Fuller | $ | 98,440 | $ | 76,408 | $ | 355,071 | $ | 348,220 | ||||
| Adjusted EBITDA ^8^ | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 70,202 | $ | 54,257 | $ | 244,381 | $ | 245,750 | ||||
| Engineering Adhesives | 65,013 | 55,569 | 235,969 | 200,512 | ||||||||
| Building Adhesive Solutions | 33,202 | 35,656 | 134,013 | 133,171 | ||||||||
| Corporate unallocated | 1,636 | 2,854 | 6,297 | 14,422 | ||||||||
| Total H.B. Fuller | $ | 170,053 | $ | 148,336 | $ | 620,660 | $ | 593,855 | ||||
| Adjusted EBITDA Margin ^8^ | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | 17.5 | % | 13.7 | % | 15.7 | % | 15.9 | % | ||||
| Engineering Adhesives | 23.5 | % | 20.9 | % | 22.2 | % | 19.9 | % | ||||
| Building Adhesive Solutions | 15.2 | % | 15.8 | % | 15.6 | % | 15.5 | % | ||||
| Corporate unallocated | 0.0 | % | 7.7 | % | 0.0 | % | 9.2 | % | ||||
| Total H.B. Fuller | 19.0 | % | 16.1 | % | 17.9 | % | 16.6 | % | ||||
| NMP = non-meaningful percentage | ||||||||||||
| --- |
8
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| November | November | November | November | |||||||||
| 29, 2025 | 30, 2024 | 29, 2025 | 30, 2024 | |||||||||
| Income before income taxes and income from equity method investments | $ | 40,605 | $ | (526 | ) | $ | 215,418 | $ | 182,663 | |||
| Adjustments: | ||||||||||||
| Acquisition project costs ^1^ | 1,465 | 4,051 | 15,412 | 11,035 | ||||||||
| Organizational realignment ^2^ | 11,396 | 15,958 | 31,424 | 39,996 | ||||||||
| Project One ^3^ | 2,091 | 2,672 | 10,237 | 11,885 | ||||||||
| Business divestiture ^4^ | - | 47,267 | - | 47,267 | ||||||||
| Other ^5^ | 37,400 | 39 | 39,155 | (1,981 | ) | |||||||
| Adjusted income before income taxes and income from equity method investments ^10^ | $ | 92,957 | $ | 69,461 | $ | 311,646 | $ | 290,865 | ||||
| ^10^ Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- | ||||||||||||
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
| --- | ||||||||||||
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| November | November | November | November | |||||||||
| 29, 2025 | 30, 2024 | 29, 2025 | 30, 2024 | |||||||||
| Income Taxes | $ | (11,931 | ) | $ | (7,885 | ) | $ | (67,129 | ) | $ | (56,381 | ) |
| Adjustments: | ||||||||||||
| Acquisition project costs ^1^ | (217 | ) | (77 | ) | (4,205 | ) | (1,125 | ) | ||||
| Organizational realignment ^2^ | (1,686 | ) | (305 | ) | (7,822 | ) | (4,350 | ) | ||||
| Project One ^3^ | (309 | ) | (51 | ) | (2,857 | ) | (1,669 | ) | ||||
| Business divestiture ^4^ | - | (8,905 | ) | - | (8,905 | ) | ||||||
| Other ^5^ | (5,534 | ) | (1 | ) | (6,171 | ) | 238 | |||||
| Discrete tax items ^6^ | (3,743 | ) | (1,322 | ) | 7,467 | (5,469 | ) | |||||
| Adjusted income taxes | $ | (23,420 | ) | $ | (18,546 | ) | $ | (80,717 | ) | $ | (77,661 | ) |
| Adjusted income before income taxes and income from equity method investments ^10^ | $ | 92,957 | $ | 69,461 | $ | 311,646 | $ | 290,865 | ||||
| Adjusted effective income tax rate ^11^ | 25.2 | % | 26.7 | % | 25.9 | % | 26.7 | % | ||||
| ^11^ 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. | ||||||||||||
| --- |
9
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| November | November | November | November | |||||||||
| 29, 2025 | 30, 2024 | 29, 2025 | 30, 2024 | |||||||||
| Net revenue | $ | 894,788 | $ | 923,284 | $ | 3,473,589 | $ | 3,568,736 | ||||
| Gross profit | $ | 282,083 | $ | 264,860 | $ | 1,080,655 | $ | 1,061,877 | ||||
| Gross profit margin | 31.5 | % | 28.7 | % | 31.1 | % | 29.8 | % | ||||
| Adjustments: | ||||||||||||
| Acquisition project costs ^1^ | - | 1 | 764 | 1,001 | ||||||||
| Organizational realignment ^2^ | 8,292 | 8,035 | 19,432 | 18,714 | ||||||||
| Project One ^3^ | - | 24 | - | 37 | ||||||||
| Other ^5^ | 858 | - | 858 | (1 | ) | |||||||
| Adjusted gross profit ^12^ | $ | 291,233 | $ | 272,920 | $ | 1,101,709 | $ | 1,081,628 | ||||
| Adjusted gross profit margin ^12^ | 32.5 | % | 29.6 | % | 31.7 | % | 30.3 | % | ||||
| ^12^ Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin is defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- | ||||||||||||
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
| --- | ||||||||||||
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| November | November | November | November | |||||||||
| 29, 2025 | 30, 2024 | 29, 2025 | 30, 2024 | |||||||||
| Selling, general and administrative expenses | $ | (183,643 | ) | $ | (188,453 | ) | $ | (725,585 | ) | $ | (713,657 | ) |
| Adjustments: | ||||||||||||
| Acquisition project costs ^1^ | 389 | 4,558 | 11,917 | 10,519 | ||||||||
| Organizational realignment ^2^ | 5,633 | 7,031 | 11,935 | 19,354 | ||||||||
| Project One ^3^ | 2,091 | 2,648 | 10,237 | 11,847 | ||||||||
| Other ^5^ | 1,743 | 41 | 3,498 | (3,946 | ) | |||||||
| Adjusted selling, general and administrative expenses ^13^ | $ | (173,787 | ) | $ | (174,175 | ) | $ | (687,998 | ) | $ | (675,883 | ) |
| ^13^ 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. | ||||||||||||
| --- |
10
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||||||||
| In thousands (unaudited) | ||||||||||||||||||
| Hygiene, | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended: | Health and Consumable | Engineering | Building Adhesive | **** | **** | **** | Corporate | H.B. Fuller | ||||||||||
| November 29, 2025 | Adhesives | Adhesives | Solutions | Total | Unallocated | Consolidated | ||||||||||||
| Net income attributable to H.B. Fuller | $ | 53,490 | $ | 49,384 | $ | 20,297 | $ | 123,171 | $ | (93,439 | ) | $ | 29,732 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs ^1^ | - | - | - | - | 1,465 | 1,465 | ||||||||||||
| Organizational realignment ^2^ | - | - | - | - | 11,396 | 11,396 | ||||||||||||
| Project One ^3^ | - | - | - | - | 2,091 | 2,091 | ||||||||||||
| Other ^5^ | 37,400 | 37,400 | ||||||||||||||||
| Discrete tax items ^6^ | - | - | - | - | (3,743 | ) | (3,743 | ) | ||||||||||
| Income tax effect on adjustments ^7^ | - | - | - | - | (7,745 | ) | (7,745 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller ^8^ | 53,490 | 49,384 | 20,297 | 123,171 | (52,575 | ) | 70,596 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 32,547 | 32,547 | ||||||||||||
| Interest income | - | - | - | - | (1,756 | ) | (1,756 | ) | ||||||||||
| Income taxes | - | - | - | - | 23,420 | 23,420 | ||||||||||||
| Depreciation and amortization expense ^9^ | 16,712 | 15,629 | 12,905 | 45,246 | - | 45,246 | ||||||||||||
| Adjusted EBITDA ^8^ | $ | 70,202 | $ | 65,013 | $ | 33,202 | $ | 168,417 | $ | 1,636 | $ | 170,053 | ||||||
| Net revenue | $ | 400,021 | $ | 276,305 | $ | 218,462 | $ | 894,788 | - | $ | 894,788 | |||||||
| Adjusted EBITDA margin ^8^ | 17.5 | % | 23.5 | % | 15.2 | % | 18.8 | % | NMP | 19.0 | % | |||||||
| Hygiene, | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended | Health and Consumable | Engineering | Building Adhesive | **** | **** | **** | Corporate | H.B. Fuller | ||||||||||
| November 29, 2025 | Adhesives | Adhesives | Solutions | Total | Unallocated | Consolidated | ||||||||||||
| Net income attributable to H.B. Fuller | $ | 179,958 | $ | 174,175 | $ | 82,506 | $ | 436,639 | $ | (284,672 | ) | $ | 151,967 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs ^1^ | - | - | - | - | 15,412 | 15,412 | ||||||||||||
| Organizational realignment ^2^ | - | - | - | - | 31,424 | 31,424 | ||||||||||||
| Project One ^3^ | - | - | - | - | 10,237 | 10,237 | ||||||||||||
| Other ^5^ | 39,155 | 39,155 | ||||||||||||||||
| Discrete tax items ^6^ | - | - | - | - | 7,467 | 7,467 | ||||||||||||
| Income tax effect on adjustments ^7^ | - | - | - | - | (21,054 | ) | (21,054 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller ^8^ | 179,958 | 174,175 | 82,506 | 436,639 | (202,031 | ) | 234,608 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 132,431 | 132,431 | ||||||||||||
| Interest income | - | - | - | - | (4,820 | ) | (4,820 | ) | ||||||||||
| Income taxes | - | - | - | - | 80,717 | 80,717 | ||||||||||||
| Depreciation and amortization expense ^9^ | 64,423 | 61,794 | 51,507 | 177,724 | - | 177,724 | ||||||||||||
| Adjusted EBITDA ^8^ | $ | 244,381 | $ | 235,969 | $ | 134,013 | $ | 614,363 | $ | 6,297 | $ | 620,660 | ||||||
| Net revenue | 1,551,789 | 1,061,779 | 860,021 | $ | 3,473,590 | - | 3,473,590 | |||||||||||
| Adjusted EBITDA margin ^8^ | 15.7 | % | 22.2 | % | 15.6 | % | 17.7 | % | NMP | 17.9 | % | |||||||
| 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 |
11
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||||||||
| In thousands (unaudited) | ||||||||||||||||||
| Hygiene, | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended: | Health and Consumable | Engineering | Building Adhesive | **** | **** | **** | Corporate | H.B. Fuller | ||||||||||
| November 30, 2024 | Adhesives | Adhesives | Solutions | Total | Unallocated | Consolidated | ||||||||||||
| Net income attributable to H.B. Fuller | $ | 40,322 | $ | 40,250 | $ | 22,667 | $ | 103,239 | $ | (110,598 | ) | $ | (7,359 | ) | ||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs ^1^ | - | - | - | - | 4,051 | 4,051 | ||||||||||||
| Organizational realignment ^2^ | - | - | - | - | 15,958 | 15,958 | ||||||||||||
| Project One ^3^ | - | - | - | - | 2,672 | 2,672 | ||||||||||||
| Business divestiture ^4^ | 47,267 | 47,267 | ||||||||||||||||
| Other ^5^ | - | - | - | - | 39 | 39 | ||||||||||||
| Discrete tax items ^6^ | - | - | - | - | (1,322 | ) | (1,322 | ) | ||||||||||
| Income tax effect on adjustments ^7^ | - | - | - | - | (9,339 | ) | (9,339 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller ^8^ | 40,322 | 40,250 | 22,667 | 103,239 | (51,272 | ) | 51,967 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 33,621 | 33,621 | ||||||||||||
| Interest income | - | - | - | - | (1,084 | ) | (1,084 | ) | ||||||||||
| Income taxes | - | - | - | - | 18,546 | 18,546 | ||||||||||||
| Depreciation and amortization expense ^9^ | 13,935 | 15,319 | 12,989 | 42,243 | 3,043 | 45,286 | ||||||||||||
| Adjusted EBITDA ^8^ | $ | 54,257 | $ | 55,569 | $ | 35,656 | $ | 145,482 | $ | 2,854 | $ | 148,336 | ||||||
| Net revenue | $ | 395,174 | $ | 265,305 | $ | 225,945 | $ | 886,424 | 36,860 | $ | 923,284 | |||||||
| Adjusted EBITDA margin ^8^ | 13.7 | % | 20.9 | % | 15.8 | % | 16.4 | % | 7.74 | % | 16.1 | % | ||||||
| Hygiene, | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year Ended | Health and Consumable | Engineering | Building Adhesive | **** | **** | **** | Corporate | H.B. Fuller | ||||||||||
| November 30, 2024 | Adhesives | Adhesives | Solutions | Total | Unallocated | Consolidated | ||||||||||||
| Net income attributable to H.B. Fuller | $ | 190,721 | $ | 147,111 | $ | 83,253 | $ | 421,085 | $ | (290,829 | ) | $ | 130,256 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs ^1^ | - | - | - | - | 11,035 | 11,035 | ||||||||||||
| Organizational realignment ^2^ | - | - | - | - | 39,996 | 39,996 | ||||||||||||
| Project One ^3^ | - | - | - | - | 11,885 | 11,885 | ||||||||||||
| Business divestiture ^4^ | 47,267 | 47,267 | ||||||||||||||||
| Other ^5^ | - | - | - | - | (1,981 | ) | (1,981 | ) | ||||||||||
| Discrete tax items ^6^ | - | - | - | - | (5,469 | ) | (5,469 | ) | ||||||||||
| Income tax effect on adjustments ^7^ | - | - | - | - | (15,811 | ) | (15,811 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller ^8^ | 190,721 | 147,111 | 83,253 | 421,085 | (203,907 | ) | 217,178 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 133,122 | 133,122 | ||||||||||||
| Interest income | - | - | - | - | (4,679 | ) | (4,679 | ) | ||||||||||
| Income taxes | - | - | - | - | 77,661 | 77,661 | ||||||||||||
| Depreciation and amortization expense ^9^ | 55,029 | 53,401 | 49,918 | 158,348 | 12,225 | 170,573 | ||||||||||||
| Adjusted EBITDA ^8^ | $ | 245,750 | $ | 200,512 | $ | 133,171 | $ | 579,433 | $ | 14,422 | $ | 593,855 | ||||||
| Net revenue | $ | 1,546,545 | $ | 1,009,031 | $ | 856,503 | $ | 3,412,079 | 156,657 | $ | 3,568,736 | |||||||
| Adjusted EBITDA margin ^8^ | 15.9 | % | 19.9 | % | 15.5 | % | 17.0 | % | 9.2 | % | 16.6 | % | ||||||
| Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||||||||
| --- | ||||||||||||||||||
| NMP = Non-meaningful percentage |
12
| H.B. FULLER COMPANY AND SUBSIDIARIES | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SEGMENT FINANCIAL INFORMATION | |||||||||||||||
| NET REVENUE GROWTH (DECLINE) | |||||||||||||||
| (unaudited) | |||||||||||||||
| Net revenue growth (decline) versus 2024 | Three Months<br><br> <br>Ended | Year Ended | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | |||||||||
| November 29,<br><br> <br>2025 | November 29,<br><br> <br>2025 | ||||||||||||||
| Price | 1.2 | % | 0.8 | % | |||||||||||
| Volume | (2.5 | )% | (0.8 | )% | |||||||||||
| Organic growth (decline) ^14^ | (1.3 | )% | 0.0 | % | |||||||||||
| M&A | (2.8 | )% | (2.1 | )% | |||||||||||
| Constant currency | (4.1 | )% | (2.1 | )% | |||||||||||
| F/X | 1.0 | % | (0.6 | )% | |||||||||||
| Total H.B. Fuller net revenue growth (decline) | (3.1 | )% | (2.7 | )% | |||||||||||
| Net revenue growth (decline) versus 2024 | Three Months Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| November 29, 2025 | |||||||||||||||
| Net<br><br> <br>Revenue | F/X | Constant<br><br> <br>Currency | M&A | Organic<br><br> <br>Growth ^14^ | |||||||||||
| Hygiene, Health and Consumable Adhesives | 1.2 | % | 1.0 | % | 0.2 | % | 2.0 | % | (1.8 | )% | |||||
| Engineering Adhesives | 4.1 | % | 0.8 | % | 3.3 | % | 1.1 | % | 2.2 | % | |||||
| Building Adhesive Solutions | (3.3 | )% | 1.5 | % | (4.8 | )% | 0.0 | % | (4.8 | )% | |||||
| Corporate Unallocated ^15^ | (100.0 | )% | 0.0 | % | (100.0 | )% | (100.0 | )% | 0.0 | % | |||||
| Total H.B. Fuller | (3.1 | )% | 1.0 | % | (4.1 | )% | (2.8 | )% | (1.3 | )% | |||||
| Net revenue growth (decline) versus 2024 | Year Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| November 29, 2025 | |||||||||||||||
| Net<br><br> <br>Revenue | F/X | Constant<br><br> <br>Currency | M&A | Organic<br><br> <br>Growth ^14^ | |||||||||||
| Hygiene, Health and Consumable Adhesives | 0.3 | % | (1.3 | )% | 1.6 | % | 1.5 | % | 0.1 | % | |||||
| Engineering Adhesives | 5.2 | % | (0.2 | )% | 5.4 | % | 4.7 | % | 0.7 | % | |||||
| Building Adhesive Solutions | 0.4 | % | 0.2 | % | 0.2 | % | 1.5 | % | (1.3 | )% | |||||
| Corporate Unallocated ^15^ | (100.0 | )% | 0.0 | % | (100.0 | )% | (100.0 | )% | 0.0 | % | |||||
| Total H.B. Fuller | (2.7 | )% | (0.6 | )% | (2.1 | )% | (2.1 | )% | 0.0 | % |
^14^ 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.
^15^ Corporate Unallocated includes revenue for the North America Flooring business for the twelve months ended November 30, 2024. This business was sold in the first quarter of 2025 and as a result all activity for prior years was moved to Corporate Unallocated.
13
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||||||||||||||
| In thousands (unaudited) | ||||||||||||||||||||||||
| **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | Trailing Twelve | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Months ^18^ Ended | |||||||||||||||||||||||
| June 1,<br><br> <br>2024 | August 31,<br><br> <br>2024 | November 30,<br><br> <br>2024 | March 1,<br><br> <br>2025 | May 31,<br><br> <br>2025 | August 30,<br><br> <br>2025 | March 1,<br><br> <br>2025 | August 30,<br><br> <br>2025 | |||||||||||||||||
| Net income attributable to H.B. Fuller | $ | 51,264 | $ | 55,361 | $ | (7,359 | ) | $ | 13,248 | $ | 41,828 | $ | 67,160 | $ | 112,514 | $ | 114,877 | |||||||
| Adjustments: | ||||||||||||||||||||||||
| Acquisition project costs ^1^ | 1,467 | 3,474 | 4,051 | 9,828 | 3,602 | 518 | 18,820 | 17,999 | ||||||||||||||||
| Organizational realignment ^2^ | 7,275 | 9,471 | 15,958 | 8,774 | 6,635 | 4,620 | 41,478 | 35,987 | ||||||||||||||||
| Project One ^3^ | 2,845 | 3,154 | 2,672 | 3,064 | 2,581 | 2,499 | 11,735 | 10,816 | ||||||||||||||||
| Business divestiture ^4^ | - | - | 47,267 | - | - | - | 47,267 | 47,267 | ||||||||||||||||
| Other ^5^ | 914 | (2,904 | ) | 39 | - | 44 | 1,711 | (1,951 | ) | 1,794 | ||||||||||||||
| Discrete tax items ^16^ | 1,317 | (2,937 | ) | (1,322 | ) | 992 | 13,961 | (3,742 | ) | (1,950 | ) | 9,889 | ||||||||||||
| Income tax effect on adjustments ^7^ | (1,558 | ) | (1,624 | ) | (9,339 | ) | (5,909 | ) | (3,999 | ) | (3,402 | ) | (18,430 | ) | (22,649 | ) | ||||||||
| Adjusted net income attributable to H.B. Fuller ^8^ | 63,524 | 63,995 | 51,967 | 29,997 | 64,652 | 69,364 | 209,483 | 215,980 | ||||||||||||||||
| Add: | ||||||||||||||||||||||||
| Interest expense | 32,313 | 35,287 | 33,621 | 32,030 | 34,484 | 33,369 | 133,251 | 133,504 | ||||||||||||||||
| Interest income | (1,197 | ) | (1,090 | ) | (1,084 | ) | (1,100 | ) | (854 | ) | (1,110 | ) | (4,471 | ) | (4,148 | ) | ||||||||
| Adjusted income taxes | 22,658 | 22,825 | 18,546 | 10,862 | 22,765 | 23,671 | 74,891 | 75,844 | ||||||||||||||||
| Depreciation and Amortization expense ^17^ | 39,952 | 44,235 | 45,286 | 42,567 | 44,613 | 45,298 | 172,040 | 177,764 | ||||||||||||||||
| Adjusted EBITDA ^8^ | $ | 157,250 | $ | 165,252 | $ | 148,336 | $ | 114,356 | $ | 165,660 | $ | 170,592 | $ | 585,194 | $ | 598,944 | ||||||||
| ^16^ Discrete tax items for the three months ended June 1, 2024 and for the three months ended August 31, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. Discrete tax items for the three months ended November 30, 2024 and for the three months ended March 1, 2025 are related to various foreign tax matters. Discrete tax items for the three months ended May 31, 2025 are primarily related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters. Discrete tax items for the three months ended August 30, 2025 are related to various U.S. and foreign tax matters. Discrete tax items for the year ended November 30, 2025 primarily relate to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U.S. and foreign tax matters. Discrete tax items for the year ended November 30, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. | ||||||||||||||||||||||||
| --- | ||||||||||||||||||||||||
| ^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 ($1,198) for the three months ended June 1, 2024, $194 for the three months ended August 31, 2024, ($711) for the three months ended November 30, 2024, ($30) for the three months ended March 1, 2025, ($70) for the three months ended May 31, 2025 and ($261) for the three months ended August 30, 2025. | ||||||||||||||||||||||||
| ^18^ Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. |
14
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||
|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||
| In thousands (unaudited) | ||||||||
| March 1,<br><br> <br>2025 | August 30,<br><br> <br>2025 | November 29,<br><br> <br>2025 | November 30,<br><br> <br>2024 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total debt | $ | 2,179,997 | $ | 2,080,470 | $ | 2,016,937 | $ | 2,010,639 |
| Less: Cash and cash equivalents | 105,743 | 122,458 | 107,213 | 169,352 | ||||
| Net debt ^19^ | $ | 2,074,254 | $ | 1,958,012 | $ | 1,909,724 | $ | 1,841,287 |
| Trailing twelve months ^19^ / Year ended Adjusted EBITDA | 585,194 | 598,944 | 620,660 | 593,855 | ||||
| Net Debt-to-Adjusted EBITDA ^19^ | 3.5 | 3.3 | 3.1 | 3.1 |
^19^ 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 30,<br><br> <br>2025 | November 29,<br><br> <br>2025 | November 30,<br><br> <br>2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Trade receivables, net | 563,579 | $ | 564,339 | $ | 558,336 | ||||
| Inventory | 502,956 | 471,963 | 467,498 | ||||||
| Trade payables | 459,409 | 470,132 | 491,435 | ||||||
| Net working capital ^20^ | $ | 607,126 | $ | 566,169 | $ | 534,399 | |||
| Net revenue three months ended | 892,043 | $ | 894,788 | $ | 923,284 | ||||
| Annualized net revenue ^20^ | 3,568,172 | 3,579,151 | 3,693,136 | ||||||
| Net working capital as a percentage of annual net revenue ^20^ | 17.0 | % | 15.8 | % | 14.5 | % |
^20^ 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.
15
| CONSOLIDATED BALANCE SHEETS | |||||
|---|---|---|---|---|---|
| H.B. Fuller Company and Subsidiaries | |||||
| (In thousands, except share and per share amounts) | |||||
| November 30, | |||||
| --- | --- | --- | --- | --- | --- |
| 2024 | |||||
| Assets | **** | **** | **** | **** | **** |
| Current assets: | **** | **** | **** | **** | **** |
| Cash and cash equivalents | 107,213 | $ | 169,352 | ||
| Trade receivables, net | 564,339 | 558,336 | |||
| Inventories | 471,963 | 467,498 | |||
| Other current assets | 119,750 | 104,019 | |||
| Total current assets | 1,263,265 | 1,299,205 | |||
| Property, plant and equipment, net | 935,261 | 881,927 | |||
| Goodwill | 1,680,059 | 1,532,221 | |||
| Other intangibles, net | 805,867 | 770,226 | |||
| Other assets | 498,254 | 449,665 | |||
| Total assets | 5,182,706 | $ | 4,933,244 | ||
| Liabilities, non-controlling interest and total equity | **** | **** | **** | **** | **** |
| Current liabilities: | **** | **** | **** | **** | **** |
| Notes payable | - | $ | 587 | ||
| Trade payables | 470,132 | 491,435 | |||
| Accrued compensation | 114,302 | 106,005 | |||
| Income taxes payable | 25,018 | 24,225 | |||
| Other accrued expenses | 133,907 | 97,038 | |||
| Total current liabilities | 743,359 | 719,290 | |||
| Long-term debt, net of current maturities | 2,016,937 | 2,010,052 | |||
| Accrued pension liabilities | 51,317 | 51,755 | |||
| Other liabilities | 367,899 | 322,299 | |||
| Total liabilities | 3,179,512 | 3,103,396 | |||
| 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 outstanding – 54,174,963 and 54,657,103 for 2025 and 2024, respectively | 54,175 | 54,657 | |||
| Additional paid-in capital | 298,017 | 322,636 | |||
| Retained earnings | 2,026,071 | 1,924,761 | |||
| Accumulated other comprehensive loss | (375,045 | ) | (473,395 | ) | |
| Total H.B. Fuller stockholders' equity | 2,003,218 | 1,828,659 | |||
| Non-controlling interest | (24 | ) | 1,189 | ||
| Total equity | 2,003,194 | 1,829,848 | |||
| Total liabilities, non-controlling interest and total equity | 5,182,706 | $ | 4,933,244 |
All values are in US Dollars.
16
| CONSOLIDATED STATEMENTS of CASH FLOWS | ||||||
|---|---|---|---|---|---|---|
| H.B. Fuller Company and Subsidiaries | ||||||
| (In thousands) | ||||||
| Fiscal Years | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| November 29, | November 30, | |||||
| 2025 | 2024 | |||||
| Cash flows from operating activities: | **** | **** | **** | **** | **** | **** |
| Net income including non-controlling interest | $ | 152,073 | $ | 130,395 | ||
| Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | ||||||
| Depreciation | **** | 91,774 | 91,054 | |||
| Amortization | **** | 86,546 | 83,656 | |||
| Deferred income taxes | **** | (50,094 | ) | (36,186 | ) | |
| Income from equity method investments, net of dividends received | **** | (13 | ) | (537 | ) | |
| Gain on disposal of assets | **** | (3,702 | ) | (501 | ) | |
| Share-based compensation | **** | 22,055 | 21,914 | |||
| Loss on the sale of a business | **** | 2,327 | - | |||
| Loss on impairment of intangible asset | **** | 924 | - | |||
| Pension and other postretirement benefit plan contributions | **** | (3,267 | ) | (2,909 | ) | |
| Pension and other postretirement benefit plan benefit | **** | (21,240 | ) | (14,444 | ) | |
| Loss on impairment of assets held for sale | - | 47,267 | ||||
| Loss on impairment of equity investment | - | 1,966 | ||||
| Gain from insurance proceeds | - | (4,871 | ) | |||
| Gain on fair value adjustment on contingent consideration liabilities | **** | - | (500 | ) | ||
| Change in assets and liabilities, net of effects of acquisitions: | ||||||
| Trade receivables, net | **** | (3,435 | ) | 10,749 | ||
| Inventories | **** | (10,318 | ) | (30,099 | ) | |
| Other assets | **** | (28,709 | ) | (17,465 | ) | |
| Trade payables | **** | (38,164 | ) | 47,915 | ||
| Accrued compensation | **** | 4,906 | 12,653 | |||
| Other accrued expenses | **** | 35,534 | 6,008 | |||
| Income taxes payable | **** | (6,090 | ) | (23,090 | ) | |
| Other liabilities | **** | 34,877 | (30,262 | ) | ||
| Foreign currency remeasurement | **** | (2,491 | ) | 9,724 | ||
| Net cash provided by operating activities | **** | 263,493 | 302,437 | |||
| Cash flows from investing activities: | **** | **** | **** | **** | **** | **** |
| Purchased property, plant and equipment | **** | (142,275 | ) | (139,238 | ) | |
| Purchased businesses, net of cash acquired | **** | (167,007 | ) | (273,863 | ) | |
| Proceeds from the sale of a business | **** | 75,727 | - | |||
| Purchase of cost method investment | **** | (2,549 | ) | - | ||
| Purchase of non-controlling interest | **** | (1,170 | ) | - | ||
| Proceeds from sale of property, plant and equipment | **** | 5,025 | 1,152 | |||
| Proceeds from insurance recoveries | **** | - | 4,871 | |||
| Net cash used in investing activities | **** | (232,249 | ) | (407,078 | ) | |
| Cash flows from financing activities: | **** | **** | **** | **** | **** | **** |
| Proceeds from issuance of long-term debt | **** | 1,300,300 | 1,932,900 | |||
| Repayment of long-term debt | **** | (1,305,434 | ) | (1,764,870 | ) | |
| Payment of debt issue costs | **** | (1,047 | ) | (3,493 | ) | |
| Net payment on notes payable | **** | (587 | ) | (1,219 | ) | |
| Dividends paid | **** | (50,271 | ) | (47,598 | ) | |
| Proceeds from stock options exercised | **** | 9,848 | 35,927 | |||
| Repurchases of common stock | **** | (60,713 | ) | (39,558 | ) | |
| Net cash (used in) provided by financing activities | **** | (107,904 | ) | 112,089 | ||
| Effect of exchange rate changes on cash and cash equivalents | **** | 14,521 | (17,549 | ) | ||
| Net change in cash and cash equivalents | **** | (62,139 | ) | (10,101 | ) | |
| Cash and cash equivalents at beginning of year | **** | 169,352 | 179,453 | |||
| Cash and cash equivalents at end of year | $ | 107,213 | $ | 169,352 |
17