Joao Magalhaes (NYSE: FUL) nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

H.B. Fuller senior vice president Joao Magalhaes reported routine equity activity. On February 4, 2026, 519 restricted stock units converted into common shares at $63.06 per share. This increased his directly held common stock before tax withholding.

To cover taxes on the vesting, 245 common shares were withheld at $63.06, leaving him with 3,865 directly owned common shares. He also continues to hold multiple fully vested and time-vesting employee stock options and additional restricted stock units that convert 1-for-1 into common shares.

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^*

Magalhaes Joao

(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, Engineering Adhesives

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		M		519	A	$63.06	4,110	D
Common Stock	02/04/2026		F		245	D	$63.06	3,865	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(1)	02/04/2026		M			519	02/04/2026(2)	02/04/2028	Common Stock	519	$63.06	1,055.78(3)	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(4)	01/24/2029	Common Stock	3,021		3,021	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(4)	01/24/2030	Common Stock	2,850		2,850	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(4)	01/26/2027	Common Stock	1,658		1,658	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(4)	01/27/2031	Common Stock	2,952		2,952	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(4)	01/25/2028	Common Stock	1,681		1,681	D
Employee Stock Option (Right-to-Buy)	$59.81							01/26/2027(5)	01/26/2036	Common Stock	12,647		12,647	D
Employee Stock Option (Right-to-Buy)	$61.3							02/04/2026(5)	02/04/2035	Common Stock	8,853		8,853	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(4)	01/24/2033	Common Stock	2,231		2,231	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(4)	01/24/2032	Common Stock	1,882		1,882	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(5)	01/26/2034	Common Stock	2,627		2,627	D
Restricted Stock Units	$0.0000(1)							01/26/2025(2)	01/26/2027	Common Stock	154.74		154.74(3)	D
Restricted Stock Units	$0.0000(1)							01/26/2027(2)	01/26/2029	Common Stock	1,865		1,865	D

Explanation of Responses:

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

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

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

4. This option is 100% vested.

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

	/s/ Patrick J. Seul, Attorney-in-Fact	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did H.B. Fuller (FUL) executive Joao Magalhaes report?

Joao Magalhaes reported 519 restricted stock units converting into H.B. Fuller common stock. The units converted on February 4, 2026 at $63.06 per share, reflecting routine equity compensation rather than an open-market purchase or sale of existing shares.

How many H.B. Fuller (FUL) shares does Joao Magalhaes own after this Form 4 filing?

After the reported transactions, Joao Magalhaes directly owns 3,865 H.B. Fuller common shares. This reflects 519 shares from RSU conversion and 245 shares withheld for taxes, along with previously held shares reported as directly owned.

What does the tax withholding transaction code F mean in the H.B. Fuller (FUL) Form 4?

Transaction code F shows 245 H.B. Fuller shares withheld to satisfy tax obligations from equity vesting. Instead of selling shares in the market, a portion of vested shares is retained by the company at $63.06 per share to cover required taxes.

What derivative awards and options does Joao Magalhaes hold in H.B. Fuller (FUL)?

Joao Magalhaes holds multiple employee stock options and restricted stock units that each convert into one H.B. Fuller share. Several options are already 100% vested, while others and certain RSUs vest in three annual installments beginning on their stated grant dates.

How do Joao Magalhaes’s restricted stock units (RSUs) in H.B. Fuller (FUL) vest?

His RSUs generally vest in three annual installments of 33%, 33%, and 34% starting on the grant date. Each vested unit converts into one H.B. Fuller common share, and some amounts include units added through a dividend equivalent reinvestment feature.

Are Joao Magalhaes’s H.B. Fuller (FUL) options currently exercisable?

Several of his employee stock options are described as 100% vested, meaning they are currently exercisable. Others vest over three annual installments, with each series tied to specific exercisable and expiration dates disclosed in the filing’s option table.