H.B. Fuller Reports Third Quarter 2025 Results

Reported EPS (diluted) of $1.22; Adjusted EPS (diluted) of $1.26, up 12% year-on-year

Net income of $67 million; Adjusted EBITDA of $171 million, up 3% year-on-year

Adjusted EBITDA margin of 19.1%, up 110 basis points year-on-year

ST. PAUL, Minn.--(BUSINESS WIRE)-- H.B. Fuller Company (NYSE: FUL) today reported financial results for its third quarter that ended August 30, 2025.

Third Quarter 2025 Noteworthy Items:

• Net revenue for the third quarter of fiscal 2025 was $892 million, down 2.8% versus the third quarter of fiscal 2024; adjusting for the flooring divestiture, net revenue was up 1.6% year-on-year;
• Gross profit margin was 32.0%; adjusted gross profit margin was 32.3%, up 190 basis points year-on-year, driven principally by favorable net pricing and raw material cost actions, the impact of acquisitions and divestitures, and cost reduction efforts;
• Net income was $67 million; adjusted EBITDA was $171 million, up 3% year-on-year; adjusted EBITDA margin expanded 110 basis points year-on-year to 19.1%;
• Cash flow from operations increased 13% year-on-year to $99 million;
• Reported EPS (diluted) was $1.22; adjusted EPS (diluted) was $1.26, up 12% year-on-year, driven by higher adjusted net income and lower shares outstanding.

Summary of Third Quarter 2025 Results:

The Company’s net revenue for the third quarter of fiscal 2025 was $892 million, down 2.8%; adjusting for the flooring divestiture, net revenue was up 1.6% year-on-year versus the third quarter of fiscal 2024. Pricing increased net revenue by 1.0%, which was more than offset by lower volume, resulting in a 0.9% organic revenue decline year-on-year. Foreign currency translation increased net revenue by 1.0% and the net impact of acquisitions and divestitures decreased net revenue by 2.9%.

Gross profit in the third quarter of fiscal 2025 was $285 million. Adjusted gross profit was $288 million. Adjusted gross profit margin of 32.3% increased 190 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 $175 million in the third quarter of fiscal 2025 and adjusted SG&A was $169 million versus $164 million in the third quarter of fiscal 2024. Adjusting for the net impact of acquisitions and divestitures, foreign exchange, and variable compensation, adjusted SG&A was flat year-on-year, reflecting diligent expense management.

Net income attributable to H.B. Fuller for the third quarter of fiscal 2025 was $67 million, or $1.22 per diluted share. Adjusted net income attributable to H.B. Fuller for the third quarter of fiscal 2025 was $69 million. Adjusted EPS was $1.26 per diluted share, up 12% year-on-year driven by higher adjusted net income and lower shares outstanding.

Adjusted EBITDA in the third quarter of fiscal 2025 was $171 million, up 3% year-on-year driven principally by the net impact of pricing and raw material cost actions. Adjusted EBITDA margin increased 110 basis points year-on-year to 19.1%.

Commenting on the third quarter, H.B. Fuller President and CEO Celeste Mastin said, “We delivered a strong quarter, evidenced by continued margin expansion and double-digit EPS growth despite the challenging operating environment. Our continued operational discipline, strong execution, and ongoing portfolio shift keep us on track to achieve our greater than 20% EBITDA margin target. Despite our strong performance, we remain cautious and have tightened our guidance range for the year to reflect a globally subdued economic backdrop. Looking forward, we expect volume growth to remain elusive, and end market conditions to be challenging. However, we continue to actively focus on enhancing the composition of our portfolio, driving continued efficiencies, and structurally repositioning the company for growth and continued margin expansion, consistent with our long-term strategy.”

Balance Sheet and Working Capital:

As a percentage of annualized revenue, net working capital increased 90 basis points year-on-year to 17.0% due to slightly higher inventory days on hand in preparation for our manufacturing footprint optimization.

Net debt at the end of the third quarter of fiscal 2025 was $1,958 million, down $58 million sequentially versus the second quarter and up $68 million year-on-year. Net debt-to-adjusted EBITDA decreased from 3.4X at the end of the second quarter of fiscal 2025, to 3.3X at the end of the third quarter of fiscal 2025, consistent with our plan to bring down leverage. Solid cash flow from operations and growth in adjusted EBITDA drove the sequential decrease in the ratio.

Fiscal 2025 Outlook:

As a result of our year-to-date performance and current macroeconomic conditions, we are updating our previously communicated financial guidance for fiscal 2025 as follows:

• Net revenue for fiscal 2025 is expected to be down 2% to 3%; organic revenue for fiscal 2025 is now expected to be flat to up 1%; we now expect foreign exchange to adversely impact net revenue by approximately 1.0%;
• Adjusted EBITDA for fiscal 2025 is now expected to be in the range of $615 million to $625 million, equating to growth of 4% to 5% year-on-year;
• Adjusted EPS (diluted) is now expected to be in the range of $4.10 to $4.25, equating to growth of 7% to 11% year-on-year;
• Cash flow from operations is now expected to be in the range of $275 million to $300 million and capital expenditures are now expected to be approximately $140 million for the year;
• We now expect net interest expense for the year to be approximately $125 million to $130 million and the full year adjusted tax rate to be between 26.0% and 26.5%.

Conference Call:

The Company will hold a conference call on September 25, 2025, 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 25, 2025, to 10:59 p.m. CT on October 2, 2025. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505.

Regulation G:

The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the Company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2025 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 2024 revenue of $3.6 billion, our mission to Connect What Matters is brought to life by more than 7,500 global team members who collaborate with customers across more than 30 market segments in over 140 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 may be considered 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 and in the Middle East; 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 the COVID-19 outbreak and other pandemics on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.

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

H.B. FULLER COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL INFORMATION
In thousands, except per share amounts (unaudited)
		Three Months Ended August 30, 2025				Percent of Net Revenue				Three Months Ended August 31, 2024				Percent of Net Revenue
Net revenue		$	892,043				100.0	%		$	917,927				100.0	%
Cost of sales			(606,929	)			(68.0	)%			(642,198	)			(70.0	)%
Gross profit			285,114				32.0	%			275,729				30.0	%
Selling, general and administrative expenses			(174,974	)			(19.6	)%			(171,388	)			(18.7	)%
Other income, net			5,308				0.6	%			2,148				0.2	%
Interest expense			(33,630	)			(3.8	)%			(35,288	)			(3.8	)%
Interest income			1,110				0.1	%			1,092				0.1	%
Income before income taxes and income from equity method investments			82,928				9.3	%			72,293				7.9	%
Income taxes			(16,527	)			(1.9	)%			(18,264	)			(2.0	)%
Income from equity method investments			832				0.1	%			1,310				0.1	%
Net income including non-controlling interest			67,233				7.5	%			55,339				6.0	%
Net (income) loss attributable to non-controlling interest			(73	)			(0.0	)%			22				0.0	%
Net income attributable to H.B. Fuller		$	67,160				7.5	%		$	55,361				6.0	%
Basic income per common share attributable to H.B. Fuller		$	1.23							$	1.01
Diluted income per common share attributable to H.B. Fuller		$	1.22							$	0.98
Weighted-average common shares outstanding:
Basic			54,428								54,975
Diluted			55,162								56,650

H.B. FULLER COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL INFORMATION
In thousands, except per share amounts (unaudited)
		Nine Months Ended August 30, 2025				Percent of Net Revenue				Nine Months Ended August 31, 2024				Percent of Net Revenue
Net revenue		$	2,578,801				100.0	%		$	2,645,452				100.0	%
Cost of sales			(1,780,228	)			(69.0	)%			(1,848,435	)			(69.9	)%
Gross profit			798,573				31.0	%			797,017				30.1	%
Selling, general and administrative expenses			(541,942	)			(21.0	)%			(525,204	)			(19.9	)%
Other income, net			15,655				0.6	%			7,282				0.3	%
Interest expense			(100,536	)			(3.9	)%			(99,504	)			(3.8	)%
Interest income			3,064				0.1	%			3,597				0.1	%
Income before income taxes and income from equity method investments			174,814				6.8	%			183,188				6.9	%
Income taxes			(55,198	)			(2.1	)%			(48,496	)			(1.8	)%
Income from equity method investments			2,726				0.1	%			2,955				0.1	%
Net income including non-controlling interest			122,342				4.7	%			137,647				5.2	%
Net (income) loss attributable to non-controlling interest			(106	)			(0.0	)%			(32	)			(0.0	)%
Net income attributable to H.B. Fuller		$	122,236				4.7	%		$	137,615				5.2	%
Basic income per common share attributable to H.B. Fuller		$	2.24							$	2.51
Diluted income per common share attributable to H.B. Fuller		$	2.21							$	2.43
Weighted-average common shares outstanding:
Basic			54,623								54,874
Diluted			55,381								56,620

H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands, except per share amounts (unaudited)
		Three Months Ended								Nine Months Ended
		August 30,				August 31,				August 30,				August 31,
		2025				2024				2025				2024
Net income attributable to H.B. Fuller		$	67,160			$	55,361			$	122,236			$	137,615
Adjustments:
Acquisition project costs1			518				3,474				13,948				6,984
Organizational realignment2			4,620				9,471				20,028				24,038
Project One3			2,499				3,154				8,146				9,213
Other4			1,711				(2,904	)			1,755				(2,021	)
Discrete tax items5			(3,742	)			(2,937	)			11,210				(4,147	)
Income tax effect on adjustments6			(3,402	)			(1,624	)			(13,309	)			(6,472	)
Adjusted net income attributable to H.B. Fuller7			69,364				63,995				164,014				165,210
Add:
Interest expense			33,369				35,287				99,884				99,502
Interest income			(1,110	)			(1,090	)			(3,064	)			(3,594	)
Adjusted Income taxes			23,671				22,825				57,297				59,114
Depreciation and Amortization expense8			45,298				44,235				132,477				125,288
Adjusted EBITDA7			170,592				165,252				450,608				445,520
Diluted Shares			55,162				56,650				55,381				56,620
Adjusted diluted income per common share attributable to H.B. Fuller7		$	1.26			$	1.13			$	2.96			$	2.92
Revenue		$	892,043			$	917,927			$	2,578,801			$	2,645,452
Adjusted EBITDA margin7			19.1	%			18.0	%			17.5	%			16.8	%

1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $1,870 and $2,457 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $350 and $1,017 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 August 30, 2025 and August 31, 2024, respectively. Acquisition project costs include $14,770 and $5,135 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $880 and $1,272 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 for the three months ended March 2, 2024, retention bonuses paid to employees of the acquired entities) for the nine months ended August 30, 2025 and August 31, 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 $1,174 and $2,939 in professional fees related to legal entity and business structure changes, $478 and $5,363 in employee severance and other related costs, and $2,968 and $1,169 related to facility rationalization costs for the three months ended August 30, 2025 and August 31, 2024, respectively. Organizational realignment includes $3,893 and $6,915 in professional fees related to legal entity and business structure changes, $5,667 and $9,721 in employee severance and other related costs, and $10,468 and $7,402 related to facility rationalization costs for the nine months ended August 30, 2025 and August 31, 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 Other includes product claims related to a divested business for the three and nine months ended August 30, 2025. Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the three and nine months ended August 31, 2024.

5 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. Discrete tax items for the three and nine months ended August 31, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation.

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 ($261) and $194 for the three months ended August 30, 2025 and August 31, 2024, respectively and. ($362) and ($3,425) for the nine months ended August 30, 2025 and August 31, 2024, respectively.

H.B. FULLER COMPANY AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
In thousands (unaudited)
		Three Months Ended								Nine Months Ended
		August 30,				August 31,				August 30,				August 31,
		2025				2024				2025				2024
Net Revenue:
Hygiene, Health and Consumable Adhesives		$	386,068			$	389,980			$	1,151,768			$	1,151,371
Engineering Adhesives			272,297				260,038				785,474				743,726
Building Adhesive Solutions			233,678				228,408				641,559				630,558
Corporate unallocated			-				39,501				-				119,797
Total H.B. Fuller		$	892,043			$	917,927			$	2,578,801			$	2,645,452
Segment Operating Income (Loss):
Hygiene, Health and Consumable Adhesives		$	46,491			$	48,677			$	119,840			$	145,910
Engineering Adhesives			46,852				40,087				121,880				104,894
Building Adhesive Solutions			25,859				25,976				54,550				55,102
Corporate unallocated			(9,062	)			(10,399	)			(39,639	)			(34,093	)
Total H.B. Fuller		$	110,140			$	104,341			$	256,631			$	271,813
Adjusted EBITDA7
Hygiene, Health and Consumable Adhesives		$	65,324			$	63,953			$	174,178			$	191,493
Engineering Adhesives			63,427				55,631				170,956				144,944
Building Adhesive Solutions			41,473				40,242				100,810				97,515
Corporate unallocated			368				5,426				4,664				11,568
Total H.B. Fuller		$	170,592			$	165,252			$	450,608			$	445,520
Adjusted EBITDA Margin7
Hygiene, Health and Consumable Adhesives			16.9	%			16.4	%			15.1	%			16.6	%
Engineering Adhesives			23.3	%			21.4	%			21.8	%			19.5	%
Building Adhesive Solutions			17.7	%			17.6	%			15.7	%			15.5	%
Corporate unallocated			0.0	%			13.7	%		NMP				NMP
Total H.B. Fuller			19.1	%			18.0	%			17.5	%			16.8	%
NMP = non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands, except per share amounts (unaudited)
		Three Months Ended								Nine Months Ended
		August 30,				August 31,				August 30,				August 31,
		2025				2024				2025				2024
Income before income taxes and income from equity method investments		$	82,928			$	72,293			$	174,814			$	183,188
Adjustments:
Acquisition project costs1			518				3,474				13,948				6,984
Organizational realignment2			4,620				9,471				20,028				24,038
Project One3			2,499				3,154				8,146				9,213
Other4			1,711				(2,904	)			1,755				(2,021	)
Adjusted income before income taxes and income from equity method investments9		$	92,276			$	85,488			$	218,691			$	221,402

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

H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands, except per share amounts (unaudited)
		Three Months Ended								Nine Months Ended
		August 30,				August 31,				August 30,				August 31,
		2025				2024				2025				2024
Income Taxes		$	(16,527	)		$	(18,264	)		$	(55,198	)		$	(48,496	)
Adjustments:
Acquisition project costs1			(188	)			(428	)			(3,988	)			(1,147	)
Organizational realignment2			(1,681	)			(1,166	)			(6,136	)			(3,985	)
Project One3			(910	)			(388	)			(2,548	)			(1,587	)
Other4			(623	)			358				(637	)			248
Discrete tax items5			(3,742	)			(2,937	)			11,210				(4,147	)
Adjusted income taxes10		$	(23,671	)		$	(22,825	)		$	(57,297	)		$	(59,114	)
Adjusted income before income taxes and income from equity method investments		$	92,276			$	85,488			$	218,691			$	221,402
Adjusted effective income tax rate10			25.7	%			26.7	%			26.2	%			26.7	%

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

H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
		Three Months Ended								Nine Months Ended
		August 30,				August 31,				August 30,				August 31,
		2025				2024				2025				2024
Net revenue		$	892,043			$	917,927			$	2,578,801			$	2,645,452
Gross profit		$	285,114			$	275,729			$	798,573			$	797,017
Gross profit margin			32.0	%			30.0	%			31.0	%			30.1	%
Adjustments:
Acquisition project costs1			89				927				764				1,000
Organizational realignment2			3,216				2,799				11,140				10,679
Project One3			-				-				-				13
Adjusted gross profit11		$	288,419			$	279,455			$	810,477			$	808,709
Adjusted gross profit margin11			32.3	%			30.4	%			31.4	%			30.6	%

11 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								Nine Months Ended
		August 30,				August 31,				August 30,				August 31,
		2025				2024				2025				2024
Selling, general and administrative expenses		$	(174,974	)		$	(171,388	)		$	(541,942	)		$	(525,204	)
Adjustments:
Acquisition project costs1			168				2,524				11,528				5,962
Organizational realignment2			1,373				6,307				6,302				12,322
Project One3			2,500				3,154				8,146				9,200
Other4			1,711				(4,871	)			1,755				(3,988	)
Adjusted selling, general and administrative expenses12		$	(169,222	)		$	(164,274	)		$	(514,211	)		$	(501,708	)

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

H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
		Hygiene, Health								Building
Three Months Ended:		and Consumable				Engineering				Adhesive								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	%

		Hygiene, Health								Building
Nine Months Ended		and Consumable				Engineering				Adhesive								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

H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
		Hygiene, Health								Building
Three Months Ended:		and Consumable				Engineering				Adhesive								Corporate				H.B. Fuller
August 31, 2024		Adhesives				Adhesives				Solutions				Total				Unallocated				Consolidated
Net income attributable to H.B. Fuller		$	50,176			$	40,742			$	27,804			$	118,722			$	(63,361	)		$	55,361
Adjustments:
Acquisition project costs1			-				-				-				-				3,474				3,474
Organizational realignment2			-				-				-				-				9,471				9,471
Project One3			-				-				-				-				3,154				3,154
Other4			-				-				-				-				(2,904	)			(2,904	)
Discrete tax items5			-				-				-				-				(2,937	)			(2,937	)
Income tax effect on adjustments6			-				-				-				-				(1,624	)			(1,624	)
Adjusted net income attributable to H.B. Fuller7			50,176				40,742				27,804				118,722				(54,727	)			63,995
Add:
Interest expense			-				-				-				-				35,287				35,287
Interest income			-				-				-				-				(1,090	)			(1,090	)
Adjusted Income taxes			-				-				-				-				22,825				22,825
Depreciation and amortization expense8			13,777				14,889				12,438				41,104				3,131				44,235
Adjusted EBITDA7		$	63,953			$	55,631			$	40,242			$	159,826			$	5,426			$	165,252
Revenue		$	389,980			$	260,038			$	228,408			$	878,426				39,501			$	917,927
Adjusted EBITDA Margin7			16.4	%			21.4	%			17.6	%			18.2	%			13.7	%			18.0	%

		Hygiene, Health								Building
Nine Months Ended	and Consumable					Engineering				Adhesive								Corporate				H.B. Fuller
August 31, 2024		Adhesives				Adhesives				Solutions				Total				Unallocated				Consolidated
Net income attributable to H.B. Fuller		$	150,399			$	106,861			$	60,586			$	317,846			$	(180,231	)		$	137,615
Adjustments:
Acquisition project costs1			-				-				-				-				6,984				6,984
Organizational realignment2			-				-				-				-				24,038				24,038
Project One3			-				-				-				-				9,213				9,213
Other4			-				-				-				-				(2,021	)			(2,021	)
Discrete tax items5			-				-				-				-				(4,147	)			(4,147	)
Income tax effect on adjustments6			-				-				-				-				(6,472	)			(6,472	)
Adjusted net income attributable to H.B. Fuller7			150,399				106,861				60,586				317,846				(152,636	)			165,210
Add:
Interest expense			-				-				-				-				99,502				99,502
Interest income			-				-				-				-				(3,594	)			(3,594	)
Adjusted Income taxes			-				-				-				-				59,114				59,114
Depreciation and amortization expense8			41,094				38,083				36,929				116,106				9,182				125,288
Adjusted EBITDA7		$	191,493			$	144,944			$	97,515			$	433,952			$	11,568			$	445,520
Revenue		$	1,151,371			$	743,726			$	630,558			$	2,525,655				119,797			$	2,645,452
Adjusted EBITDA Margin7			16.6	%			19.5	%			15.5	%			17.2	%		NMP					16.8	%

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

NMP = Non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
NET REVENUE GROWTH (DECLINE)
(unaudited)
		Three Months Ended				Nine Months Ended
		August 30, 2025				August 30, 2025
Price			1.0	%			0.6	%
Volume			(1.9	)%			(0.2	)%
Organic Growth13			(0.9	)%			0.4	%
M&A			(2.9	)%			(1.8	)%
Constant currency			(3.8	)%			(1.4	)%
F/X			1.0	%			(1.1	)%
Total H.B. Fuller Net Revenue			(2.8	)%			(2.5	)%

Revenue growth versus 2024		Three Months Ended
		August 30, 2025
		Net Revenue				F/X				Constant Currency				M&A				Organic Growth13
Hygiene, Health and Consumable Adhesives			(1.0	)%			0.6	%			(1.6	)%			1.5	%			(3.1	)%
Engineering Adhesives			4.7	%			1.2	%			3.5	%			1.3	%			2.2	%
Building Adhesive Solutions			2.3	%			1.6	%			0.7	%			1.7	%			(1.0	)%
Corporate Unallocated14			(100.0	)%			0.0	%			(100.0	)%			(100.0	)%			0.0	%
Total H.B. Fuller			(2.8	)%			1.0	%			(3.8	)%			(2.9	)%			(0.9	)%

Revenue growth versus 2024		Nine Months Ended
		August 30, 2025
		Net Revenue				F/X				Constant Currency				M&A				Organic Growth13
Hygiene, Health and Consumable Adhesives			0.0	%			(2.1	)%			2.1	%			1.3	%			0.8	%
Engineering Adhesives			5.6	%			(0.5	)%			6.1	%			6.0	%			0.1	%
Building Adhesive Solutions			1.7	%			(0.3	)%			2.0	%			2.0	%			0.0	%
Corporate Unallocated14			(100.0	)%			0.0	%			(100.0	)%			(100.0	)%			0.0	%
Total H.B. Fuller			(2.5	)%			(1.1	)%			(1.4	)%			(1.8	)%			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 Corporate Unallocated includes revenue for the North America Flooring business for the nine months ended August 31, 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.

H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
																Trailing Twelve
		Three Months Ended														Months18 Ended
		November 30, 2024				March 1, 2025				May 31, 2025				August 30, 2025				August 30, 2025
Net income attributable to H.B. Fuller		$	(7,359	)		$	13,248			$	41,828			$	67,160			$	114,877
Adjustments:
Acquisition project costs1			4,051				9,828				3,602				518				17,999
Organizational realignment2			15,958				8,774				6,635				4,620				35,987
Project One3			2,672				3,064				2,581				2,499				10,816
Business divestiture15			47,267				-				-				-				47,267
Other4			39				-				44				1,711				1,794
Discrete tax items16			(1,322	)			992				13,961				(3,742	)			9,889
Income tax effect on adjustments6			(9,339	)			(5,909	)			(3,999	)			(3,402	)			(22,649	)
Adjusted net income attributable to H.B. Fuller7			51,967				29,997				64,652				69,364				215,980
Add:
Interest expense			33,621				32,030				34,484				33,369				133,504
Interest income			(1,084	)			(1,100	)			(854	)			(1,110	)			(4,148	)
Adjusted Income taxes			18,546				10,862				22,765				23,671				75,844
Depreciation and Amortization expense17			45,286				42,567				44,613				45,298				177,764
Adjusted EBITDA7		$	148,336			$	114,356			$	165,660			$	170,592			$	598,944

15 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 pending sale of the North America Flooring business. Impairment losses represent the difference between the book value of the assets held for sale and their net realizable value.

16 Discrete tax items for the three months ended November 30, 2024 are related to various foreign tax matters. Discrete tax items 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 benefit for the three months ended August 30, 2025 relates 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 ($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.

H.B. FULLER COMPANY AND SUBSIDIARIES
REGULATION G RECONCILIATION
In thousands (unaudited)
		August 30, 2025				May 31, 2025				August 31, 2024
Total debt		$	2,080,470			$	2,112,428			$	2,021,070
Less: Cash and cash equivalents			122,458				96,785				131,412
Net debt19		$	1,958,012			$	2,015,643			$	1,889,658
Trailing twelve months18 / Year ended Adjusted EBITDA		$	598,944			$	593,604			$	618,122
Net Debt-to-Adjusted EBITDA19			3.3				3.4				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, 2025				August 31, 2024				November 30, 2024
Trade receivables, net		$	563,579			$	574,781			$	558,336
Inventory			502,956				509,029				467,498
Trade payables			459,409				493,550				491,435
Net working capital20		$	607,126			$	590,260			$	534,399
Net revenue three months ended		$	892,043			$	917,927
Annualized net revenue20			3,568,172				3,671,708
Net working capital as a percentage of annualized revenue20			17.0	%			16.1	%

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.

CONSOLIDATED BALANCE SHEETS
H.B. Fuller Company and Subsidiaries
(In thousands, except share and per share amounts)
		August 30,				November 30,
		2025				2024
Assets
Current assets:
Cash and cash equivalents		$	122,458			$	169,352
Trade receivables (net of allowances of $11,661 and $11,621, as of August 30, 2025 and November 30, 2024, respectively)			563,579				558,336
Inventories			502,956				467,498
Other current assets			111,752				104,019
Total current assets			1,300,745				1,299,205
Property, plant and equipment			1,913,345				1,864,558
Accumulated depreciation			(1,023,758	)			(982,631	)
Property, plant and equipment, net			889,587				881,927
Goodwill			1,681,887				1,532,221
Other intangibles, net			829,430				770,226
Other assets			464,453				449,665
Total assets		$	5,166,102			$	4,933,244
Liabilities, non-controlling interest and total equity
Current liabilities
Notes payable		$	-			$	587
Trade payables			459,409				491,435
Accrued compensation			90,283				106,005
Income taxes payable			18,774				24,225
Other accrued expenses			105,766				97,038
Total current liabilities			674,232				719,290
Long-term debt			2,080,470				2,010,052
Accrued pension liabilities			56,188				51,755
Other liabilities			396,240				322,299
Total liabilities		$	3,207,130			$	3,103,396
Commitments and contingencies (Note 13)
Equity
H.B. Fuller stockholders' equity:
Preferred stock (no shares outstanding) shares authorized – 10,045,900			-				-
Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares outstanding – 54,043,300 and 54,657,103 as of August 30, 2025 and November 30, 2024, respectively		$	54,043			$	54,657
Additional paid-in capital			288,195				322,636
Retained earnings			2,009,152				1,924,761
Accumulated other comprehensive loss			(393,747	)			(473,395	)
Total H.B. Fuller stockholders' equity			1,957,643				1,828,659
Non-controlling interest			1,329				1,189
Total equity			1,958,972				1,829,848
Total liabilities, non-controlling interest and total equity		$	5,166,102			$	4,933,244

CONSOLIDATED STATEMENTS of CASH FLOWS
H.B. Fuller Company and Subsidiaries
(In thousands)
		Nine Months Ended
		August 30, 2025				August 31, 2024
Cash flows from operating activities:
Net income including non-controlling interest		$	122,342			$	137,647
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
Depreciation			68,314				66,990
Amortization			64,525				61,723
Deferred income taxes			(39,227	)			(45,998	)
Loss from equity method investments, net of dividends received			1,045				622
Gain on insurance claims			-				(7,264	)
Loss on equity investment			-				1,966
Loss on the sale of a business			1,515				-
Loss on impairment of intangible asset			478				-
Gain on sale or disposal of assets			(178	)			(501	)
Share-based compensation			18,170				17,662
Pension and other post-retirement benefit plan activity			(7,047	)			(6,671	)
Change in assets and liabilities, net of effects of acquisitions:
Trade receivables, net			(3,336	)			26,373
Inventories			(42,095	)			(62,206	)
Other assets			(7,530	)			(39,025	)
Trade payables			(25,764	)			49,705
Accrued compensation			(19,230	)			(11,566	)
Other accrued expenses			6,856				(5,244	)
Income taxes payable			(12,993	)			(17,873	)
Other liabilities			28,622				856
Foreign currency remeasurement			2,289				49,591
Net cash provided by operating activities			156,756				216,787
Cash flows from investing activities:
Purchased property, plant and equipment			(94,593	)			(112,799	)
Purchased businesses, net of cash acquired			(162,095	)			(274,067	)
Purchase of cost method investment			(2,549	)			-
Proceeds from sale of property, plant and equipment			843				1,048
Proceeds from the sale of a business			75,727				-
Net cash used in investing activities			(182,667	)			(385,818	)
Cash flows from financing activities:
Proceeds from issuance of long-term debt			1,114,300				1,732,900
Repayment of long-term debt			(1,053,593	)			(1,556,135	)
Payment of debt issuance costs			(1,047	)			(3,493	)
Net payment of notes payable			(585	)			(1,014	)
Dividends paid			(37,559	)			(35,440	)
Proceeds from stock options exercised			5,519				34,161
Repurchases of common stock			(60,728	)			(39,371	)
Net cash (used in) provided by financing activities			(33,693	)			131,608
Effect of exchange rate changes on cash and cash equivalents			12,710				(10,618	)
Net change in cash and cash equivalents			(46,894	)			(48,041	)
Cash and cash equivalents at beginning of period			169,352				179,453
Cash and cash equivalents at end of period		$	122,458			$	131,412

 

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Scott Jensen

Investor Relations Contact

651-236-5060

Source: H.B. Fuller Company