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0000039368
0000039368
2026-10-06
2026-10-06
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): October 6, 2026
H.B. Fuller Company
(Exact Name of Company as Specified in Charter)
Minnesota | | 001-09225 | | 41-0268370 |
(State or other jurisdiction of 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) | |
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)) |
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 |
Indicate by check mark whether the registrant is an emerging growth company 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 7.01 | Regulation FD Disclosure. |
Notes Offering
H.B. Fuller Company (the “Company”) today commenced an offering of $950 million aggregate principal amount of new senior unsecured notes due 2034 (the “Notes”), subject to market and other customary conditions, in a private offering (the “Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The Company intends to use the proceeds from the Notes Offering, together with other available cash and borrowings, to fund the purchase price for the acquisition (the “Acquisition”) of Advanced Medical Solutions Group plc (“AMS”) and any related fees and expenses, including certain AMS net debt and other balance sheet items, to repay other borrowings under the Company’s Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as may be amended from time to time, to fund the repayment or redemption of the Company’s 4.000% notes due February 15, 2027, and for other general corporate purposes.
If the Acquisition is not consummated on or before June 25, 2027 (as such date may be extended but not beyond the first anniversary of the issue date of the Notes) (the “Outside Date”) or the Company notifies the trustee stating that it has determined that the Co-operation Agreement that the Company entered into on June 25, 2026 with AMS and H.B. Fuller Medical Adhesive Technologies Inc. has been terminated and the Acquisition will not occur on or before the Outside Date, then the Company will be required to redeem $450 million of the Notes at a redemption price equal to 100% of the initial issue price thereof, plus accrued and unpaid interest from the issue date of the Notes to, but excluding, the redemption date.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
Combined Financial Information
In connection with the Notes Offering, the Company provided potential investors with certain unaudited pro forma financial information of the Company and AMS (the “pro forma financial information”). The financial information in respect of the Company presented in the pro forma financial information for the twelve-month period ended August 29, 2026 has been prepared by combining financial information for the year ended November 29, 2025 with financial information for the nine months ended August 29, 2026 and subtracting financial information for the nine months ended August 30, 2025. The financial information in respect of AMS presented in the pro forma financial information for the twelve-month period ended June 30, 2026 has been prepared by combining financial information for the year ended December 31, 2025 with financial information for the six months ended June 30, 2026 and subtracting financial information for the six months ended June 30, 2025. Historical results are not necessarily indicative of future operating results and financial position, and the Company’s results for the nine months ended August 29, 2026 and AMS’s results for the six months ended June 30, 2026 are not necessarily indicative of the results that can be expected for the year ending November 28, 2026 and December 31, 2026, respectively. The pro forma financial information has not prepared in accordance with Article 11 of Regulation S-X.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Safe Harbor for Forward-Looking Statements:
Certain statements in this Form 8-K may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act, including those regarding the pending offering of the Notes, the anticipated use of proceeds and the Company’s financial results after the Acquisition. These statements are subject to various risks and uncertainties, including but not limited to the following: whether the offering of Notes will be completed, whether the Company will be able to satisfy the conditions required to close the sale of the Notes, the fact that the Company’s management will have broad discretion in the use of the proceeds from any sale of the Notes, whether the Acquisition will be consummated, whether the Company’s financial results after giving effect to the Acquisition will align with its expectations, and other risks and uncertainties can be found in the “Risk Factors” section of the Company’s Form 10-K filings, and any updates to the risk factors in its Form 10-Q and 8-K filings with the Securities and Exchange Commission, but there may be other risks and uncertainties that the Company is unable to identify at this time or that the Company does 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. The Company does not undertake to update or revise any forward-looking statements, except as required by law.
Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Unaudited Pro Forma Financial Information of the Combined Company |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 6, 2026
| H.B. FULLER COMPANY | |
| | | |
| | | |
| | | |
| By: | /s/ Gregory O. Ogunsanya | |
| | Gregory O. Ogunsanya | |
| | Senior Vice President, General Counsel and Corporate Secretary | |
Exhibit 99.1
Summary Unaudited Pro Forma Financial Information of the Combined Company
The financial information in respect of the company presented below for the twelve-month period ended August 29, 2026 has been prepared by combining financial information for the year ended November 29, 2025 with financial information for the nine months ended August 29, 2026 and subtracting financial information for the nine months ended August 30, 2025. The financial information in respect of AMS presented below for the twelve-month period ended June 30, 2026 has been prepared by combining financial information for the year ended December 31, 2025 with financial information for the six months ended June 30, 2026 and subtracting financial information for the six months ended June 30, 2025. Historical results are not necessarily indicative of future operating results and financial position and the company’s results for the nine months ended August 29, 2026 and AMS’s results for the six months ended June 30, 2026 are not necessarily indicative of the results that can be expected for the year ending November 28, 2026 and December 31, 2026, respectively. This summary unaudited pro forma financial information has not been prepared in accordance with Article 11 of Regulation S-X. Although the foregoing information has been provided in this offering memorandum, we do not undertake, and expressly disclaim any obligation, to provide further financial information relating to AMS or estimated pro forma financial information.
AMS’ financial information for the twelve months ended June 30, 2026 has been translated from pounds sterling into U.S. dollars by translating each of its component periods at the average LSEG rate for that period: $1.3195 = £1.00 for the year ended December 31, 2025, $1.3457 = £1.00 for the six months ended June 30, 2026 and $1.3040 = £1.00 for the six months ended June 30, 2025. As a result, the U.S. dollar amounts in this column do not reflect the translation of the pounds sterling amounts under “Summary—Summary Historical Financial Information of AMS” at a single exchange rate. See “Exchange Rate and Currency Information.”
| | FUL Twelve Months Ended August 29, 2026 | | | AMS Twelve Months Ended June 30, 2026 | | | IFRS to US GAAP & Accounting Policy Adjustments | | | Pro Forma Adjustments | | | Pro Forma FUL Twelve Months Ended August 29, 2026 | |
| | (Dollars in thousands) | |
Adjusted Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | |
Net revenue | | $ | 3,554,077 | | | $ | 313,016 | | | | - | | | | - | | | $ | 3,867,093 | |
Selling, general and administrative expenses | | | (768,940 | ) | | | (144,103 | ) | | | (2,286 | )(1) | | | (21,840 | )(5) | | | (937,168 | ) |
Interest expense | | | (139,352 | ) | | | (6,496 | ) | | | 858 |
(2) | | | (72,711 | )(6) | | | (217,701 | ) |
Income before income taxes from equity method investments | | | 261,481 | | | | 12,880 | | | | (1,428 | )(3) | | | (135,074 | )(7) | | | 137,859 | |
Income tax expense | | | (69,593 | ) | | | (7,790 | ) | | | 356 |
(4) | | | 33,769 |
(8) | | | (43,259 | ) |
Net income attributable to FUL or AMS (as applicable) | | $ | 197,762 | | | $ | 4,956 | | | $ | (1,072 | ) | | $ | (101,306 | ) | | $ | 100,340 | |
Other Financial Data: | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 656,510 | | | $ | 69,193 | | | $ | (12,241 | ) | | | - | | | $ | 713,462 | |
Pro forma net secured leverage ratio | | | - | | | | - | | | | - | | | | - | | | 2.5x | |
Pro forma net total leverage
ratio | | | - | | | | - | | | | - | | | | - | | | 4.2x | |
Pro forma net debt-to-Adjusted EBITDA ratio | | | - | | | | - | | | | - | | | | - | | | 4.2x | |
Pro forma interest expense | | | - | | | | - | | | | - | | | | - | | | | 217,701 | |
Pro forma interest coverage ratio | | | - | | | | - | | | | - | | | | - | | | 3.3x | |
|
(1) | Represents adjustments to reflect the elimination of certain capitalized development costs and the reversal of any associated amortization expense recognized under IFRS and records the related research and development expense in accordance with U.S. GAAP, and the conversion of lease accounting from IFRS to U.S. GAAP. |
|
(2) | Represents adjustments to reflect the conversion of lease accounting from IFRS to U.S. GAAP, including the reclassification of interest expense of leases that qualify as operating leases under ASC 842. |
|
(3) | Represents the sum of the adjustments represented in footnotes 1 and 2 above. |
|
(4) | Represents adjustments to reflect the income tax impact of utilizing the UK corporate statutory income tax rate of 25%. |
|
(5) | Represents adjustments to eliminate the historical amortization for intangible assets acquired by AMS and adds the amortization based on the preliminary intangible assets acquired through the AMS acquisition and their estimated useful lives. |
|
(6) | Represents adjustments to reflect anticipated additional interest in connection with indebtedness entered into in connection with the AMS Acquisition, along with the extinguishment of certain AMS interest expense as a result of the extinguishment of such AMS indebtedness in connection with the AMS Acquisition. |
|
(7) | Represents the sum of the adjustments reflected in footnotes 5 and 6 above plus certain adjustments to reflect a preliminary fair value step-up adjustment to inventory and cost of goods sold. |
|
(8) | Represents adjustments to reflect the income tax impact of utilizing the UK corporate statutory income tax rate of 25%. |
Set forth below is a reconciliation of Pro Forma Adjusted EBITDA and Adjusted EBITDA to net income (loss) attributable to the company for each of the periods indicated. See “Non-GAAP Financial Measures” for additional information.
| | FUL Twelve Months Ended August 29, 2026 | | | AMS Twelve Months Ended June 30, 2026 | | | IFRS to US GAAP Adjustment | | | Pro Forma Adjustments | | | Pro Forma FUL August 29, 2026 | |
| | (Dollars in thousands) | |
Net income attributable to FUL or AMS (as applicable) | | $ | 197,762 | | | $ | 4,956 | | | $ | (1,072 | ) | | $ | (101,306 | ) | | $ | 100,340 | |
| | | | | | | | | | | | | | | | | | | | |
Add: | | | | | | | | | | | | | | | | | | | | |
Acquisition project costs | | | (6,569 | ) | | | - | | | | - | | | | 40,524 |
(4) | | | 33,955 | |
Organizational realignment | | | 31,665 | | | | - | | | | - | | | | - | | | | 31,665 | |
Restructuring | | | - | | | | 5,413 | | | | - | | | | - | | | | 5,413 | |
Project One | | | 10,231 | | | | - | | | | - | | | | - | | | | 10,231 | |
Other | | | 48,717 | | | | - | | | | - | | | | - | | | | 48,717 | |
Discrete tax items | | | (5,364 | ) | | | - | | | | - | | | | - | | | | (5,364 | ) |
Integration related | | | - | | | | 7,273 | | | | - | | | | - | | | | 7,273 | |
Asset impairment | | | - | | | | 4,924 | | | | - | | | | - | | | | 4,924 | |
H.B. Fuller related transaction costs | | | - | | | | 2,806 | | | | - | | | | - | | | | 2,806 | |
Income tax effect on adjustments | | | (13,373 | ) | | | - | | | | - | | | | (10,131 | )(5) | | | (23,504 | ) |
Adjusted net income attributable to FUL or AMS (as applicable) | | | 263,069 | | | | 25,371 | | | | (1,072 | ) | | | (70,913 | ) | | | 216,455 | |
| | | | | | | | | | | | | | | | | | | | |
Add: | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | 130,457 | | | | 6,496 | | | | (858 | )(1) | | | 72,711 |
(6) | | | 208,806 | |
Interest income | | | (8,275 | ) | | | 151 | | | | - | | | | - | | | | (8,124 | ) |
Adjusted income taxes | | | 88,330 | | | | 7,790 | | | | (356 | )(2) | | | (23,638 | )(7) | | | 72,127 | |
Depreciation and amortization expense | | | 182,929 | | | | 29,385 | | | | (9,956 | )(3) | | | 21,840 |
(8) | | | 224,198 | |
Adjusted EBITDA | | $ | 656,510 | | | $ | 69,193 | | | $ | (12,241 | ) | | | - | | | $ | 713,462 | |
|
(1) | Represents adjustments to reflect the conversion of lease accounting from IFRS to U.S. GAAP, including the reclassification of interest expense of leases that qualify as operating leases under ASC 842. |
|
(2) | Represents adjustments to reflect the income tax impact of utilizing the UK corporate statutory income tax rate of 25%. |
|
(3) | Represents adjustments to reflect the elimination of certain capitalized development costs and the related reversal of any associated amortization expense recognized under IFRS and the reclassification of certain depreciation expense recognized under IFRS to operating expense. |
|
(4) | Represents adjustments to reflect the preliminary fair value step-up adjustment to inventory for certain acquisition project costs. |
|
(5) | Represents adjustments to reflect the income tax impact of applying the UK corporate statutory income tax rate of 25% to the adjustments reflected in footnote four above. |
|
(6) | Represents adjustments to reflect anticipated additional interest in connection with indebtedness entered into in connection with the AMS Acquisition, along with the extinguishment of certain AMS interest expense as a result of the extinguishment of such AMS indebtedness in connection with the AMS Acquisition. |
|
(7) | Represents adjustments to reflect the income tax impact utilizing the UK corporate statutory income tax rate of 25% less the income tax adjustments reflected in footnote five above. |
|
(8) | Represents adjustments to eliminate the historical amortization for intangible assets acquired by AMS and to reflect the amortization based on the preliminary intangible assets acquired through the AMS acquisition and their estimated useful lives. |
