H.B. Fuller (FUL) CEO nets shares after 7,933 RSUs vest

Rhea-AI Filing Summary

H.B. Fuller President and CEO Celeste Mastin reported equity compensation activity involving restricted stock units and common shares. On January 27, 2026, 7,933 restricted stock units vested and converted into the same number of common shares at an indicated value of $59.81 per share. To cover taxes on this issuance, 3,122 of those shares were withheld, with the balance added to her direct holdings.

After these transactions, Mastin directly owned 32,873 shares of common stock, with an additional 3,500 shares held indirectly through a revocable trust. She also continues to hold multiple employee stock options and additional restricted stock units that vest over time, reflecting a significant ongoing equity stake aligned with the company’s performance.

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^*

Mastin Celeste Beeks

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		7,933	A	$59.81	35,995	D
Common Stock	01/27/2026		F		3,122(1)	D	$59.81	32,873	D
Common Stock								3,500	I	By Revocable Trust

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			7,933	01/27/2026(3)	01/27/2028	Common Stock	7,933	$59.81	16,110.24(4)	D
Employee Stock Option (Right-to-Buy)	$59.81							01/26/2027(5)	01/26/2036	Common Stock	202,009		202,009	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(5)	01/27/2035	Common Stock	135,135		135,135	D
Employee Stock Option (Right-to-Buy)	$67.55							04/07/2023(6)	04/07/2032	Common Stock	25,667		25,667	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(6)	01/24/2033	Common Stock	72,261		72,261	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(5)	01/26/2034	Common Stock	103,228		103,228	D
Restricted Stock Units	$0.0000(2)							01/26/2025(3)	01/26/2027	Common Stock	6,029.79		6,029.79(4)	D
Restricted Stock Units	$0.0000(2)							01/26/2027(3)	01/26/2029	Common Stock	29,798		29,798	D

Explanation of Responses:

1. Shares withheld for taxes due on 7,933 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. This option is 100% vested.

	/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).
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FAQ

What insider transaction did H.B. Fuller (FUL) report for its CEO?

H.B. Fuller reported that CEO Celeste Mastin had 7,933 restricted stock units vest and convert into common stock on January 27, 2026. Part of these shares was withheld to cover taxes, with the remaining shares added to her direct holdings.

How many H.B. Fuller shares does CEO Celeste Mastin own after this Form 4?

After the reported transactions, CEO Celeste Mastin directly owns 32,873 shares of H.B. Fuller common stock. An additional 3,500 shares are held indirectly through a revocable trust, indicating both direct and trust-based ownership positions in the company.

Why were some of Celeste Mastin’s H.B. Fuller shares withheld?

According to the filing, 3,122 shares were withheld to pay taxes due on the 7,933 vested restricted stock units. This is a common administrative step when equity awards vest, allowing tax obligations to be satisfied using a portion of the newly issued shares.

What do the vested restricted stock units mean for H.B. Fuller (FUL) CEO alignment?

The vesting of 7,933 restricted stock units and resulting share ownership increases Celeste Mastin’s direct equity stake in H.B. Fuller. Equity awards like these are designed to align executive compensation with long-term shareholder value and company performance over the vesting period.

Does Celeste Mastin hold additional H.B. Fuller equity beyond common stock?

Yes. The Form 4 shows she continues to hold several employee stock options and additional restricted stock units. These instruments give her rights to acquire more H.B. Fuller common shares over time, subject to their stated vesting and expiration terms.

What is indicated about the vesting terms of H.B. Fuller restricted stock units?

Footnotes explain that the restricted stock units convert into common stock on a one-for-one basis and typically vest in three annual installments of 33%, 33%, and 34%. Some amounts also include units accumulated through a dividend equivalent reinvestment feature.