H.B. Fuller (FUL) VP Martsching granted 6,323 options and new RSUs

Rhea-AI Filing Summary

H.B. Fuller VP, Corporate Controller Robert J. Martsching reported new equity awards and routine tax withholding-related share activity. On January 26, 2026, he received an employee stock option grant for 6,323 shares at an exercise price of $59.81 per share and a grant of 932 restricted stock units that convert into common stock on a 1-for-1 basis. That same day, 176 restricted stock units vested and converted into common shares at $60.07, with 51 shares withheld to cover taxes. After these transactions, Martsching directly owned 15,841.307 shares of common stock, along with multiple outstanding option and unit awards that vest over time.

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)
01/26/2026

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		176	A	$60.07	15,892.307	D
Common Stock	01/26/2026		F		51(1)	D	$60.07	15,841.307(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
Employee Stock Option (Right-to-Buy)	$59.81	01/26/2026		A		6,323		01/26/2027(3)	01/26/2036	Common Stock	6,323	$59.81	6,323	D
Restricted Stock Units	$0.0000(4)	01/26/2026		M			176	01/26/2025(5)	01/26/2027	Common Stock	176	$60.07	182.48(6)	D
Restricted Stock Units	$0.0000(4)	01/26/2026		A		932		01/26/2027(5)	01/26/2029	Common Stock	932	$0.0000(4)	932	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(7)	01/24/2029	Common Stock	8,791		8,791	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(7)	01/24/2030	Common Stock	8,173		8,173	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(7)	01/26/2027	Common Stock	7,582		7,582	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(7)	01/27/2031	Common Stock	6,088		6,088	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(7)	01/25/2028	Common Stock	7,336		7,336	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(3)	01/27/2035	Common Stock	4,606		4,606	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(7)	01/24/2033	Common Stock	3,346		3,346	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(7)	01/24/2032	Common Stock	3,629		3,629	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(3)	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(4)							01/27/2026(5)	01/27/2028	Common Stock	818.85		818.85(6)	D

Explanation of Responses:

1. Shares withheld for taxes due on 176 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).
** 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 transactions did H.B. Fuller (FUL) report for Robert J. Martsching?

H.B. Fuller reported that VP, Corporate Controller Robert J. Martsching received 6,323 employee stock options at $59.81 and 932 restricted stock units, and had 176 restricted stock units vest and convert into common stock on January 26, 2026, with some shares withheld for taxes.

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

After the reported January 26, 2026 transactions, Robert J. Martsching directly owned 15,841.307 shares of H.B. Fuller common stock. This figure reflects shares issued from vested restricted stock units and 51 shares withheld to pay taxes, as noted in the filing’s footnotes.

What stock options were granted to H.B. Fuller (FUL) executive Robert J. Martsching?

Robert J. Martsching received an employee stock option grant covering 6,323 H.B. Fuller shares at an exercise price of $59.81 per share on January 26, 2026. The option begins vesting January 26, 2027, in three annual installments of 33%, 33%, and 34%.

What restricted stock unit (RSU) activity did H.B. Fuller (FUL) disclose for Robert J. Martsching?

The filing shows 176 restricted stock units converted into common shares at $60.07 on January 26, 2026, with 51 shares withheld for taxes. It also reports a new grant of 932 RSUs, vesting in three annual installments starting January 26, 2027, on a 1-for-1 share basis.

How do Robert J. Martsching’s phantom and stock units at H.B. Fuller (FUL) work?

Martsching holds phantom units and stock units that convert into H.B. Fuller common stock on a 1-for-1 basis. These units generally settle upon specified termination events or selected payout dates under the Key Employee Deferred Compensation Plan, subject to applicable holding-period and tax-related rules.

Are Robert J. Martsching’s H.B. Fuller (FUL) equity awards fully vested?

Some of Martsching’s options are already 100% vested, while others vest over time. Certain options vest in three annual installments beginning on specific grant dates, and restricted stock units also vest in three annual installments of 33%, 33%, and 34% as described in the footnotes.