HB Fuller (NYSE: FUL) VP Martsching converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

H.B. Fuller VP and Corporate Controller Robert J. Martsching reported routine equity transactions. On January 27, 2026, 269 restricted stock units converted into the same number of common shares at $59.81 per share. The filing shows this increased his directly held common stock before a tax withholding.

On the same date, 77 common shares were withheld to cover taxes on the vested shares, leaving 16,033.307 common shares held directly. The report also lists his existing holdings of vested employee stock options, phantom units, and additional restricted stock units that convert to common stock on a 1‑for‑1 basis, some of which vest in three annual installments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Martsching Robert J

(Last) (First) (Middle)

1200 WILLOW LAKE BOULEVARD

P.O. BOX 64683

(Street)

ST. PAUL MN 55164-0683

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FULLER H B CO [ FUL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2026		M		269	A	$59.81	16,110.307	D
Common Stock	01/27/2026		F		77(1)	D	$59.81	16,033.307(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0000(3)	01/27/2026		M			269	01/27/2026(4)	01/27/2028	Common Stock	269	$59.81	549.85(5)	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(6)	01/24/2029	Common Stock	8,791		8,791	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(6)	01/24/2030	Common Stock	8,173		8,173	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(6)	01/26/2027	Common Stock	7,582		7,582	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(6)	01/27/2031	Common Stock	6,088		6,088	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(6)	01/25/2028	Common Stock	7,336		7,336	D
Employee Stock Option (Right-to-Buy)	$59.81							01/26/2027(7)	01/26/2036	Common Stock	6,323		6,323	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(7)	01/27/2035	Common Stock	4,606		4,606	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(6)	01/24/2033	Common Stock	3,346		3,346	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(6)	01/24/2032	Common Stock	3,629		3,629	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(7)	01/26/2034	Common Stock	3,096		3,096	D
Phantom Units	$0.0000(8)							(9)	(9)	Common Stock	2,824.63		2,824.63(10)	D
Restricted Stock Units	$0.0000(3)							01/26/2025(4)	01/26/2027	Common Stock	182.48		182.48(5)	D
Restricted Stock Units	$0.0000(3)							01/26/2027(4)	01/26/2029	Common Stock	932		932	D

Explanation of Responses:

1. Shares withheld for taxes due on 269 shares issued.

2. Amount includes shares acquired pursuant to a dividend reinvestment plan.

3. These restricted stock units convert into shares of common stock on a 1-for-1 basis.

4. These restricted stock units vest in three annual installments (33%, 33%, and 34%) beginning on the date shown.

5. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.

6. This option is 100% vested.

7. This option vests in three annual installments (33%, 33%, and 34%) beginning on the date shown.

8. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

9. These units (acquired after 12-31-04) convert into shares of common stock upon the earlier of certain termination events as specified in the Key Employee Deferred Compensation Plan or such earlier date as selected by the participant, subject to holding periods required by law.

10. Amount includes stock units acquired pursuant to a dividend equivalent feature.

	/s/ Patrick J. Seul, Attorney-in-Fact	01/29/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did H.B. Fuller (FUL) report for Robert J. Martsching?

H.B. Fuller VP Robert J. Martsching reported routine equity transactions. On January 27, 2026, 269 restricted stock units converted into 269 common shares at $59.81 per share, with 77 shares withheld to cover taxes related to the vesting event.

How many H.B. Fuller (FUL) common shares does Robert J. Martsching hold after this Form 4?

After the reported transactions, Robert J. Martsching directly holds 16,033.307 H.B. Fuller common shares. This figure reflects the 269 shares issued upon RSU conversion and the 77 shares withheld to satisfy taxes associated with that vesting on January 27, 2026.

What do the restricted stock units in H.B. Fuller (FUL) VP Martsching’s Form 4 represent?

The restricted stock units reported for Robert J. Martsching convert into H.B. Fuller common stock on a 1‑for‑1 basis. Some RSUs vest in three annual installments of 33%, 33%, and 34%, beginning on the specific vesting dates disclosed in the filing’s footnotes.

Why were 77 H.B. Fuller (FUL) shares withheld in Robert J. Martsching’s transaction?

The filing explains that 77 shares were withheld for taxes due on 269 shares issued from vested restricted stock units. This is a common mechanism where the company withholds part of the vested shares to satisfy the insider’s tax obligations.

What types of derivative awards does H.B. Fuller (FUL) VP Robert J. Martsching hold?

Robert J. Martsching holds several derivative awards, including fully vested employee stock options with various exercise prices and expiration dates, phantom units that convert into common stock on a 1‑for‑1 basis, and additional restricted stock units with dividend equivalent features, all detailed in Table II.

Are Robert J. Martsching’s H.B. Fuller (FUL) stock options vested according to the Form 4?

The Form 4 notes that at least one option grant is 100% vested, while others vest in three annual installments of 33%, 33%, and 34% beginning on the dates shown. These options give the right to buy H.B. Fuller common shares at specified exercise prices.