H.B. Fuller (FUL) Exec VP exercises awards and withholds shares for tax

Rhea-AI Filing Summary

H.B. Fuller executive Nathan D. Weaver, Exec VP, Business Transformation, reported multiple equity award transactions dated 01/24/2026. He exercised 1,271 performance stock units and 562 restricted stock units, each converting into common stock at an exercise price of $60.07 per share. The filing also shows an additional 50 common shares acquired from dividend accruals during vesting.

To cover tax obligations on these issuances, 198 shares and 463 shares of common stock were withheld at $60.07 per share. After the transactions, Weaver directly owned 10,774 shares of H.B. Fuller common stock. He also holds various fully vested and time‑vesting employee stock options, restricted stock units, phantom units, and related dividend-equivalent units that are generally convertible into common stock on a 1‑for‑1 basis under the company’s plans.

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^*

Weaver Nathan D.

(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)
	Exec VP, Business Transform.

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2026

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	01/24/2026		M		1,271	A	$60.07	10,823	D
Common Stock	01/24/2026		M		562	A	$60.07	11,385	D
Common Stock	01/24/2026		A		50(1)	A	$60.07	11,435	D
Common Stock	01/24/2026		F		198(2)	D	$60.07	11,237	D
Common Stock	01/24/2026		F		463(3)	D	$60.07	10,774(4)	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
Performance Stock Units	$0.0000(5)	01/24/2026		M			1,271	01/24/2026	01/24/2026	Common Stock	1,271	$60.07	0.0000	D
Restricted Stock Units	$0.0000(6)	01/24/2026		M			562	01/24/2024(7)	01/24/2026	Common Stock	562	$60.07	0.0000	D
Employee Stock Option (Right-to-Buy)	$26.66							04/02/2021(8)	04/02/2030	Common Stock	9,732		9,732	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(8)	01/24/2029	Common Stock	6,115		6,115	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(8)	01/24/2030	Common Stock	5,362		5,362	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(8)	01/26/2027	Common Stock	4,976		4,976	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(8)	01/27/2031	Common Stock	11,992		11,992	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(8)	01/25/2028	Common Stock	4,585		4,585	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(9)	01/27/2035	Common Stock	14,844		14,844	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(8)	01/24/2033	Common Stock	9,634		9,634	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(8)	01/24/2032	Common Stock	8,249		8,249	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(9)	01/26/2034	Common Stock	9,806		9,806	D
Phantom Units	$0.0000(10)							(11)	(11)	Common Stock	5,895.44		5,895.44(12)	D
Restricted Stock Units	$0.0000(6)							01/26/2025(7)	01/26/2027	Common Stock	1,129.28		1,129.28(13)	D
Restricted Stock Units	$0.0000(6)							01/27/2026(7)	01/27/2028	Common Stock	2,640.43		2,640.43(13)	D

Explanation of Responses:

1. This amount reflects the number of shares acquired pursuant to dividend accruals during the vesting period.

2. Shares withheld for taxes due on 562 shares issued.

3. Shares withheld for taxes due on 1,321 shares issued.

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

5. These performance stock units convert into shares of common stock on a 1-for-1 basis.

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

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

8. This option is 100% vested.

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

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

11. 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.

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

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

	/s/ Patrick J. Seul, Attorney-in-Fact	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did H.B. Fuller (FUL) report for Nathan D. Weaver?

The company reported that Nathan D. Weaver, Exec VP, Business Transformation, exercised performance stock units and restricted stock units into common stock and had some shares withheld to cover taxes.

How many H.B. Fuller performance and restricted stock units did Nathan Weaver convert?

Weaver converted 1,271 performance stock units and 562 restricted stock units, each on a 1-for-1 basis into H.B. Fuller common stock at an exercise price of $60.07 per share.

Why were some H.B. Fuller (FUL) shares withheld in Nathan Weaver’s Form 4?

The filing states that 198 shares and 463 shares of common stock were withheld for taxes due on shares issued from equity awards, at a price of $60.07 per share.

How many H.B. Fuller common shares does Nathan Weaver own after these transactions?

Following the reported transactions, Nathan Weaver directly owned 10,774 shares of H.B. Fuller common stock.

What other equity awards and units tied to H.B. Fuller stock does Nathan Weaver hold?

Weaver holds multiple employee stock options with different exercise prices and expiration dates, as well as restricted stock units, phantom units, and related dividend-equivalent units, generally convertible into H.B. Fuller common stock on a 1‑for‑1 basis per the plan terms.