FULLER H B CO (FUL) SEC Filings

Fuller H B Co. (FUL) reports that Heather Campe, Sr. VP, International Growth, acquired 44.9 Phantom Units as a grant on October 23, 2026, at a reported price of $49.61 per share. Her directly held balance afterward was 6,132.18 units, including stock units acquired through a dividend equivalent feature.

Units acquired after December 31, 2004 convert into common shares 1-for-1 upon certain termination events under the Key Employee Deferred Compensation Plan or an earlier date selected by the participant, subject to holding periods required by law. Other reported direct positions include employee options for 19,520 and 21,834 underlying common shares at exercise prices of $51.89 and $53.57, expiring January 27, 2031, and January 25, 2028, respectively, among additional options and restricted stock units. Restricted stock unit positions cover 587.59, 2,264.45, and 1,307.48 underlying common shares.

H.B. Fuller Company completed the issue and sale of $850 million aggregate principal amount of its 7.625% Notes due 2034 on October 21, 2026, in a private offering. The senior unsecured notes rank equally with the company’s other unsecured and unsubordinated debt and are not initially guaranteed by subsidiaries. Interest is payable semiannually in arrears on April 15 and October 15, beginning April 15, 2027.

The notes mature October 15, 2034. If the pending Advanced Medical Solutions Group plc acquisition is not completed by June 25, 2027 (which may be extended under the indenture, but not beyond October 21, 2027), or the company notifies the trustee in writing that the Co-operation Agreement has been terminated and the acquisition will not be completed by that deadline, the company must redeem $450 million principal amount at 100% of initial issue price plus accrued and unpaid interest.

Separately, the company terminated its unsecured bridge credit agreement, which had made available up to $917 million. No loans or other amounts were outstanding at termination; there was no prepayment premium, accrued fees were paid in full, and all commitments ended.

At FUL, Senior VP, BAS Muhammad Shahbaz Malik purchased 479 common shares on October 16, 2026, at $52.2292 per share; reported direct common-stock holdings afterward were 14,176 shares. The reported share quantity includes shares acquired pursuant to a dividend reinvestment plan, and no Rule 10b5-1 plan is reported. He also reported direct employee stock options, including options covering 4,115 common shares with a $48.3500 exercise price and January 24, 2030 expiration, and 16,605 common shares with a $51.8900 exercise price and January 27, 2031 expiration, plus restricted stock unit positions.

H.B. Fuller Company (FUL) said its board unanimously rejected Ancora Holdings Group LLC’s second unsolicited, non-binding proposal to acquire the Building Adhesive Solutions business for between $1.2 billion and $1.4 billion in cash. The board said the offer’s modest increase did not adequately capture the business’s organic growth momentum, role in H.B. Fuller’s broader platform, and upside from Project Quantum Leap; it also concluded that the proposal lacked key details and its terms were highly conditional.

Separately, H.B. Fuller will conduct a market check involving select market segments and product lines it describes as less integral to its portfolio and strategy. It intends to use any proceeds toward deleveraging and expects to complete the market check by year-end 2026.

FUL’s Executive VP and CFO John J. Corkrean acquired 254.31 phantom units on October 9, 2026, at a reported price of $49.56 per unit. His reported phantom-unit balance after the award was 36,405.61 units, including units acquired through a dividend-equivalent feature. The units convert into common stock one-for-one upon certain termination events or an earlier date selected by the participant, subject to holding periods required by law. Corkrean also reported 59,508 directly held common shares, employee stock options and restricted stock units.

FUL's Sr. VP, International Growth, Heather Campe, acquired 44.95 Phantom Units on October 9, 2026, bringing her reported Phantom Units balance to 6,087.28. Her reported direct employee stock options cover 9,928 to 21,834 underlying shares, with exercise prices from $51.89 to $77.72 and expiration dates from January 25, 2028, through January 26, 2036. She also reported direct restricted stock unit positions covering 587.59, 1,307.48 and 2,264.45 underlying shares; each vests in three annual installments beginning on its stated date.

H.B. Fuller Company priced $850 million aggregate principal amount of new 7.625% senior unsecured notes due 2034 at 100% of principal in a private offering exempt from Securities Act registration. Interest is payable semi-annually, and issuance is expected to close on or about October 21, 2026, subject to customary closing conditions.

H.B. Fuller intends to use the net proceeds, together with other available cash and borrowings, for the purchase price of its acquisition of Advanced Medical Solutions Group plc, repayment of other borrowings under its Second Amended and Restated Credit Agreement, repayment or redemption of its 4.000% notes due February 15, 2027, and general corporate purposes. If the acquisition is not consummated on or before June 25, 2027, as that date may be extended but not beyond the first anniversary of the notes’ issue date, or H.B. Fuller notifies the trustee that it has determined the Co-operation Agreement has been terminated and the acquisition will not occur on or before the Outside Date, H.B. Fuller must redeem $450 million of notes at 100% of initial issue price plus accrued and unpaid interest through, but excluding, the redemption date.

FUL reports director R. Jeffrey Bailly's indirect purchase of 10,000 common shares through a trust on October 7, 2026, at $50 per share. The reported post-transaction holding through the trust was 10,000 shares; Bailly disclaimed beneficial ownership except to the extent of any pecuniary interest. He also reported 1,300 directly held restricted stock units, convertible into common stock on a 1-for-1 basis. No Rule 10b5-1 plan is reported.

H.B. Fuller Company (FUL) lists direct transactions by Gregory O. Ogunsanya, Sr. VP, GC and Corp Secretary, on October 4, 2026: 453 performance stock units and 202 restricted stock units converted into common shares one-for-one. He also acquired 19 common shares through a dividend equivalent reinvestment feature. The transactions included 61 shares withheld for taxes due on 202 shares issued and 141 shares withheld for taxes due on 472 shares issued.