H.B. Fuller (FUL) EVP Nathan Weaver granted 23,187 options and RSUs

Rhea-AI Filing Summary

H.B. Fuller executive Nathan D. Weaver reported multiple equity compensation transactions. On January 26, 2026, he received an award of 23,187 employee stock options with an exercise price of $59.81 per share, vesting in three annual installments starting on that date.

Weaver also acquired 3,420 restricted stock units (RSUs) that convert into common stock on a 1‑for‑1 basis and vest over three annual installments beginning January 26, 2027. Separately, 555 RSUs were exercised into common shares at $60.07, and 192 shares were withheld to cover taxes, leaving 11,137 common shares held directly. The filing lists additional previously granted, fully vested stock options, phantom units, and RSUs that remain outstanding.

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)
01/26/2026

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	01/26/2026		M		555	A	$60.07	11,329	D
Common Stock	01/26/2026		F		192(1)	D	$60.07	11,137(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
Employee Stock Option (Right-to-Buy)	$59.81	01/26/2026		A		23,187		01/26/2027(3)	01/26/2036	Common Stock	23,187	$59.81	23,187	D
Restricted Stock Units	$0.0000(4)	01/26/2026		M			555	01/26/2025(5)	01/26/2027	Common Stock	555	$60.07	574.28(6)	D
Restricted Stock Units	$0.0000(4)	01/26/2026		A		3,420		01/26/2027(5)	01/26/2029	Common Stock	3,420	$0.0000(4)	3,420	D
Employee Stock Option (Right-to-Buy)	$26.66							04/02/2021(7)	04/02/2030	Common Stock	9,732		9,732	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(7)	01/24/2029	Common Stock	6,115		6,115	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(7)	01/24/2030	Common Stock	5,362		5,362	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(7)	01/26/2027	Common Stock	4,976		4,976	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(7)	01/27/2031	Common Stock	11,992		11,992	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(7)	01/25/2028	Common Stock	4,585		4,585	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(3)	01/27/2035	Common Stock	14,844		14,844	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(7)	01/24/2033	Common Stock	9,634		9,634	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(7)	01/24/2032	Common Stock	8,249		8,249	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(3)	01/26/2034	Common Stock	9,806		9,806	D
Phantom Units	$0.0000(8)							(9)	(9)	Common Stock	5,895.44		5,895.44(10)	D
Restricted Stock Units	$0.0000(4)							01/27/2026(5)	01/27/2028	Common Stock	2,640.43		2,640.43(6)	D

Explanation of Responses:

1. Shares withheld for taxes due on 555 shares issued.

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

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

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

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

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

7. This option is 100% vested.

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	01/28/2026
	** 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 transactions did FUL executive Nathan D. Weaver report?

Nathan D. Weaver reported new equity awards and related share activity. He received 23,187 stock options at $59.81, 3,420 restricted stock units, and settled 555 RSUs into common shares with 192 shares withheld for taxes, leaving 11,137 common shares directly owned.

How many H.B. Fuller (FUL) stock options did Nathan Weaver receive?

Nathan Weaver was granted 23,187 employee stock options at an exercise price of $59.81. These options vest in three annual installments of 33%, 33%, and 34% beginning January 26, 2027, providing staged potential future rights to purchase H.B. Fuller common stock.

What restricted stock unit (RSU) awards were reported for FUL executive Nathan Weaver?

Weaver reported a grant of 3,420 restricted stock units and the conversion of 555 RSUs into common shares. The new 3,420 RSUs vest in three annual installments starting January 26, 2027, and each RSU converts into one share of H.B. Fuller common stock at vesting.

How many H.B. Fuller common shares does Nathan Weaver own after these Form 4 transactions?

After the reported transactions, Nathan Weaver directly owns 11,137 shares of H.B. Fuller common stock. This figure reflects 555 RSUs converted into shares and 192 shares withheld to pay taxes, as disclosed in the Form 4 footnotes and non-derivative holdings table.

Why were 192 H.B. Fuller shares withheld in Nathan Weaver’s Form 4 filing?

The filing states that 192 shares were withheld for taxes on 555 shares issued from RSU vesting. This withholding satisfies tax obligations associated with the RSU settlement, leaving the remaining net shares as part of Weaver’s directly owned H.B. Fuller common stock.

How do Nathan Weaver’s H.B. Fuller RSUs and phantom units work?

Weaver’s RSUs and phantom units generally convert into H.B. Fuller common stock on a 1‑for‑1 basis. RSUs vest over time, while phantom units convert upon specified termination events or selected dates under the Key Employee Deferred Compensation Plan, subject to applicable holding requirements.