Every 8-K that H.B. Fuller Company (FUL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FUL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FUL filings page.
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.
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.
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.
H.B. Fuller Company (FUL) commenced a private offering of $950 million aggregate principal amount of new senior unsecured notes due 2034, subject to market and other customary conditions. It intends to use the proceeds, together with other available cash and borrowings, to fund the Advanced Medical Solutions Group plc acquisition and related costs, repay other borrowings under its credit agreement and its 4.000% notes due February 15, 2027, and for general corporate purposes.
If the acquisition is not consummated on or before June 25, 2027 (an Outside Date that may be extended, but not beyond the first anniversary of the notes’ issue date), or H.B. Fuller notifies the trustee that the Co-operation Agreement has been terminated and the acquisition will not occur by the Outside Date, it must redeem $450 million of notes at 100% of the initial issue price plus accrued and unpaid interest. Unaudited pro forma combined-company figures for the twelve months ended August 29, 2026 include net revenue of $3,867.093 million, net income attributable to FUL or AMS, as applicable, of $100.340 million, and Adjusted EBITDA of $713.462 million; the pro forma net total leverage ratio was 4.2x. The information was not prepared in accordance with Article 11 of Regulation S-X.
H.B. Fuller (FUL) elected R. Jeffrey Bailly as a Class I director effective September 23, 2026, for a term ending at the 2027 annual meeting. Bailly also joined the Audit and Compensation Committees. Ruth S. Kimmelshue resigned effective immediately on September 23; the company said her departure was not due to disagreement over its operations, policies or practices.
Bailly will receive an annual cash retainer of $100,000 and an initial grant of 1,300 restricted stock units. Directors are also eligible for an annual discretionary grant of deferred phantom stock units valued at $165,000. His background includes more than three decades of executive leadership and more than 20 acquisitions during his time at UFP Technologies. CEO Celeste Mastin said the company is focused on accelerating its path to greater than 20% adjusted EBITDA margin.
H.B. Fuller reported third-quarter fiscal 2026 net revenue of $938.2 million, up 5.2% year-on-year, while organic revenue grew 4.4%; pricing contributed 7.4% and more than offset a 3.0% volume decline. Net income was $79.2 million. Adjusted EBITDA was $186.7 million, up 9%, with a record 19.9% margin, 80 basis points higher; adjusted diluted EPS was $1.52, up 21%. Adjusted gross profit margin was 33.5%, up 120 basis points, with pricing execution and restructuring savings cited as the main drivers.
At August 29, net debt was $1,957.3 million and net debt-to-adjusted EBITDA was 3.0x, versus 3.3x a year earlier. Year-to-date operating cash flow was $182.6 million, up 17%. Net working capital was 18.5% of annualized revenue, up 150 basis points year-on-year, primarily reflecting strategic inventory investments amid ongoing Middle East disruption. Fiscal 2026 adjusted EBITDA is now expected at $655 million to $670 million and adjusted diluted EPS at $4.70 to $4.85; operating cash flow, excluding AMS-related items, remains expected at $300 million to $325 million. H.B. Fuller anticipates closing the AMS acquisition before year-end.
H.B. Fuller Company entered into Amendment No. 3 to its Second Amended and Restated Credit Agreement, refinancing and extending its senior credit facilities.
The amendment refinances term A loans as $420,000,000 Amended Term A Loans and revolving loans as $700,000,000 2026 Amendment Revolving Loans, increases the revolving credit facility to $800,000,000, extends the maturity of these facilities to July 17, 2031, and reduces applicable interest rate margins by 25 basis points (0.25% per annum; term loan B pricing and commitment fees are unchanged). In connection with this amendment, the company terminated an undrawn Secured Bridge Credit Agreement that had provided for borrowings of up to $2,086,713,188, with no loans outstanding, no prepayment premium, all accrued fees paid, and all commitments terminated.
H.B. Fuller Company announced a recommended cash offer to acquire UK-based Advanced Medical Solutions Group plc (AMS), valuing AMS at an enterprise value of £715 million. Eligible AMS shareholders will receive £2.85 in cash for each AMS share, via a court-sanctioned scheme of arrangement under UK law.
The deal targets high-growth medical markets and is expected to deliver approximately $55 million (about £41 million) in combined run-rate revenue and cost synergies by 2031, supporting H.B. Fuller’s path to an EBITDA margin above 20%. To fund the transaction and related needs, the company secured a $2,086,713,188 secured bridge credit facility and a $917,000,000 unsecured bridge facility.
The transaction requires AMS shareholder approval, UK court sanction, regulatory clearances and the scheme becoming effective by June 25, 2027, with completion expected by the end of 2026. H.B. Fuller plans to deleverage to a net leverage target of 2.5x to 3x within two years after closing.
H.B. Fuller reported a stronger second quarter of fiscal 2026, with net revenue of $950 million, up 5.8% from the prior year. Pricing added 3.0% to sales, more than offsetting slightly lower volumes and delivering 2.6% organic revenue growth.
Gross profit rose to $320 million, and adjusted gross margin expanded 200 basis points to 34.2%, helped by pricing execution and restructuring savings. Net income attributable to H.B. Fuller increased to $68 million, with diluted EPS of $1.23. Adjusted EPS reached $1.41, up 19% year-on-year.
Adjusted EBITDA was $181 million, up 9%, while net debt fell to $1.96 billion, reducing net debt-to-adjusted EBITDA to 3.1x. The company generated record second quarter operating cash flow of $121 million and repurchased 750 thousand shares. Based on year-to-date performance, management increased the midpoint of its full-year adjusted EBITDA and adjusted EPS guidance.
H.B. Fuller Company reported the results of its 2026 Annual Meeting of Shareholders. Shareholders elected three directors to three‑year terms, with support ranging from about 47.6 million to 49.7 million votes, with broker non‑votes reported in each case.
They also ratified Ernst & Young LLP as independent auditor for the fiscal year ending November 28, 2026, with 51,490,426 votes for, 286,686 against, and 13,849 abstentions. In a non‑binding advisory vote, shareholders approved the compensation of named executive officers with 48,718,166 votes for, 1,227,485 against, 122,041 abstentions, and 1,723,269 broker non‑votes. A quorum was present, with 51,790,961 of 54,475,433 eligible common shares represented.
H.B. Fuller reported mixed first-quarter 2026 results with stronger profitability despite lower sales. Net revenue was $770.8 million, down 2.3% year-on-year as volumes declined, leading to a 6.6% organic revenue drop, partly offset by better pricing, foreign exchange and acquisitions.
Net income attributable to H.B. Fuller rose to $21.0 million from $13.2 million, and diluted EPS increased to $0.38. Adjusted net income was $31.5 million, with adjusted diluted EPS of $0.57, up 6%. Adjusted EBITDA reached $118.7 million, up 4%, and adjusted EBITDA margin improved to 15.4%, a gain of 90 basis points driven by pricing, lower raw material costs, cost savings initiatives and acquisitions.
By segment, Engineering Adhesives and Hygiene, Health and Consumable Adhesives both expanded adjusted EBITDA and margins, while Building Adhesive Solutions held margins steady. Net debt was $1.97 billion with net debt-to-adjusted EBITDA at 3.1x, improved from 3.5x a year earlier. Operating cash flow improved by $49 million year-on-year, though it remained a small use of cash in the quarter. Based on year-to-date performance and macro conditions, the company increased its full-year 2026 revenue, adjusted EBITDA and adjusted EPS guidance.
H.B. Fuller Company furnished a current report to disclose that it announced its operating results for the fourth quarter and fiscal year ended November 29, 2025. The detailed quarterly and full-year figures are provided in a press release that is attached as Exhibit 99.1 and incorporated by reference. The company specifies that the information under this results-of-operations item is being furnished rather than filed under the securities laws, which affects how it is treated for certain legal liability purposes.
H.B. Fuller Company announced the election of Celine Martin, age 51, as a Class III director effective December 1, 2025, with an initial term ending at the 2026 annual meeting. She will join the Audit and Compensation Committees. Ms. Martin most recently led the Cardiovascular & Specialty Solutions group at Johnson & Johnson from 2022–2025 and previously oversaw Ethicon’s surgical instrument portfolio. Her career spans roughly 30 years in medical device businesses across multiple geographies.
For board service she will receive an annual cash retainer of $100,000, an initial grant of 1,300 restricted stock units, and eligibility for an annual discretionary deferred phantom stock grant valued at $165,000. The board noted no direct or indirect material interest from Ms. Martin in customer-supplier transactions with Johnson & Johnson. The board size will increase to nine directors, eight of whom will be independent, effective December 1, 2025.
H.B. Fuller Company filed a current report to note that it has announced its operating results for the third quarter ended August 30, 2025. The company released these results on September 24, 2025, and the details are contained in a press release that is attached as Exhibit 99.1 and incorporated by reference into the report. The company also clarifies that the information about these results is being furnished rather than filed, which affects how it is treated under federal securities laws.
H.B. Fuller (NYSE:FUL) filed a Form 8-K on June 26, 2025, furnishing its second-quarter 2025 earnings press release (Exhibit 99.1) under Item 2.02.
No financial figures are included in the 8-K body; the company simply incorporates the press release by reference and states the information is furnished, not filed, limiting liability under Section 18.
The filing lists standard Exhibit 104 iXBRL cover-page data and bears the signature of Senior Vice President and General Counsel Gregory O. Ogunsanya.