H.B. Fuller (FUL) legal chief gains stock from RSUs, withholds shares for tax

Rhea-AI Filing Summary

H.B. Fuller senior vice president, general counsel and corporate secretary Gregory O. Ogunsanya reported routine equity compensation activity. On January 27, 2026, 600 restricted stock units converted into the same number of common shares at a price of $59.81 per share.

Of these, 217 shares were withheld to cover taxes due on the 600 shares issued, leaving Ogunsanya with 6,270 shares of common stock held directly. The filing also lists multiple outstanding stock options, restricted stock units, and performance stock units that generally vest in three annual installments starting on the dates shown and, where applicable, convert into common stock on a 1‑for‑1 basis.

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^*

Ogunsanya Gregory O.

(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)
	Sr. VP, GC and Corp Secretary

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		600	A	$59.81	6,487	D
Common Stock	01/27/2026		F		217(1)	D	$59.81	6,270	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(2)	01/27/2026		M			600	01/27/2026(3)	01/27/2028	Common Stock	600	$59.81	1,220.56(4)	D
Employee Stock Option (Right-to-Buy)	$59.81							01/26/2027(5)	01/26/2036	Common Stock	16,863		16,863	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(5)	01/27/2035	Common Stock	10,237		10,237	D
Employee Stock Option (Right-to-Buy)	$70.28							10/04/2024(5)	10/04/2033	Common Stock	3,442		3,442	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(5)	01/26/2034	Common Stock	8,915		8,915	D
Performance Stock Units	$0.0000(6)							10/04/2026	10/04/2026	Common Stock	453		453	D
Restricted Stock Units	$0.0000(2)							01/26/2025(3)	01/26/2027	Common Stock	520.99		520.99(4)	D
Restricted Stock Units	$0.0000(2)							01/26/2027(3)	01/26/2029	Common Stock	2,487		2,487	D
Restricted Stock Units	$0.0000(2)							10/04/2024(3)	10/04/2026	Common Stock	199.98		199.98(4)	D

Explanation of Responses:

1. Shares withheld for taxes due on 600 shares issued.

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

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

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

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

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

	/s/ Patrick J. Seul, Attorney-in-Fact	01/29/2026
	** 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 transaction did H.B. Fuller (FUL) report for Gregory O. Ogunsanya?

H.B. Fuller reported that Gregory O. Ogunsanya acquired 600 common shares through the conversion of restricted stock units at $59.81 per share. After 217 shares were withheld for taxes, he directly held 6,270 common shares, reflecting routine equity compensation activity.

How many H.B. Fuller (FUL) shares does Gregory O. Ogunsanya own after this Form 4?

After the reported transactions, Gregory O. Ogunsanya directly owns 6,270 shares of H.B. Fuller common stock. This follows the issuance of 600 shares from restricted stock units and the withholding of 217 shares to cover taxes due on those newly issued shares.

What do the restricted stock unit transactions mean in the H.B. Fuller (FUL) Form 4?

The Form 4 shows restricted stock units converting into common stock on a 1‑for‑1 basis, including 600 units exercised on January 27, 2026 at $59.81. Some restricted stock units vest in three annual installments of 33%, 33%, and 34% beginning on the dates indicated.

How were taxes handled on Gregory O. Ogunsanya’s H.B. Fuller (FUL) share issuance?

The filing states that 217 shares were withheld for taxes due on the 600 common shares issued from restricted stock units. This share withholding satisfied tax obligations directly in stock, leaving Ogunsanya with 6,270 common shares held after the transaction.

What stock options does Gregory O. Ogunsanya hold in H.B. Fuller (FUL)?

Ogunsanya holds several employee stock options with exercise prices including $59.81, $64.28, $70.28, and $77.72 per share. These options cover specified numbers of common shares and generally vest in three annual installments of 33%, 33%, and 34% starting on the dates listed.

What performance and restricted stock units are reported for H.B. Fuller (FUL) executive Gregory O. Ogunsanya?

The Form 4 lists performance stock units and restricted stock units that convert into H.B. Fuller common stock on a 1‑for‑1 basis. Certain awards vest or become exercisable on specific dates, with some positions including amounts acquired through a dividend equivalent reinvestment feature.