H.B. Fuller (NYSE: FUL) VP awarded 440 performance stock units

Rhea-AI Filing Summary

H.B. Fuller VP and Corporate Controller Robert J. Martsching reported an equity award and updated his holdings. On January 20, 2026, he acquired 440 performance stock units at $0.0000 per unit, each representing a contingent right to receive one share of H.B. Fuller common stock. These units convert to stock on a 1-for-1 basis and are scheduled to vest on January 24, 2026, based on return on invested capital reaching 80% of the target level.

After the reported transaction, Martsching directly holds 15,283.307 shares of common stock, including amounts from a dividend reinvestment plan, along with multiple fully vested and time-vesting employee stock options, phantom units, and restricted stock units that also convert into common shares 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

OMB APPROVAL

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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)
01/20/2026

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								15,283.307(1)	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
Performance Stock Units	$0.0000(2)	01/20/2026		A		440(3)		01/24/2026	01/24/2026	Common Stock	440	$0.0000(2)	440	D
Employee Stock Option (Right-to-Buy)	$45.05							01/24/2020(4)	01/24/2029	Common Stock	8,791		8,791	D
Employee Stock Option (Right-to-Buy)	$48.35							01/24/2021(4)	01/24/2030	Common Stock	8,173		8,173	D
Employee Stock Option (Right-to-Buy)	$50.1							01/26/2018(4)	01/26/2027	Common Stock	7,582		7,582	D
Employee Stock Option (Right-to-Buy)	$51.89							01/27/2022(4)	01/27/2031	Common Stock	6,088		6,088	D
Employee Stock Option (Right-to-Buy)	$53.57							01/25/2019(4)	01/25/2028	Common Stock	7,336		7,336	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(5)	01/27/2035	Common Stock	4,606		4,606	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(5)	01/24/2033	Common Stock	3,346		3,346	D
Employee Stock Option (Right-to-Buy)	$72.94							01/24/2023(4)	01/24/2032	Common Stock	3,629		3,629	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(5)	01/26/2034	Common Stock	3,096		3,096	D
Phantom Units	$0.0000(6)							(7)	(7)	Common Stock	2,824.63		2,824.63(8)	D
Restricted Stock Units	$0.0000(9)							01/24/2024(10)	01/24/2026	Common Stock	195.86		195.86(11)	D
Restricted Stock Units	$0.0000(9)							01/26/2025(10)	01/26/2027	Common Stock	358.48		358.48(11)	D
Restricted Stock Units	$0.0000(9)							01/27/2026(10)	01/27/2028	Common Stock	818.85		818.85(11)	D

Explanation of Responses:

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

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

3. Each performance stock unit represents a contingent right to receive one share of H.B. Fuller common stock on the vesting date of January 24, 2026. This amount represents H.B. Fuller achieving return on invested capital payout at 80% of the target level.

4. This option is 100% vested.

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

6. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.

7. 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.

8. Amount includes stock units acquired pursuant to a dividend equivalent feature.

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

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

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

	/s/ Patrick J. Seul, Attorney-in-Fact	01/22/2026
	** 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 Robert J. Martsching?

H.B. Fuller reported that Robert J. Martsching, VP and Corporate Controller, acquired 440 performance stock units on January 20, 2026 at $0.0000 per unit.

How do the 440 performance stock units for H.B. Fuller (FUL) convert into shares?

The 440 performance stock units convert into H.B. Fuller common stock on a 1-for-1 basis, meaning each unit can become one share if the vesting conditions are met.

When do Robert J. Martsching’s new performance stock units vest at H.B. Fuller (FUL)?

Each performance stock unit represents a contingent right to receive one share of H.B. Fuller common stock on the vesting date of January 24, 2026, tied to return on invested capital reaching 80% of the target level.

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

Following the reported transaction, Robert J. Martsching beneficially owns 15,283.307 shares of H.B. Fuller common stock directly, including shares acquired through a dividend reinvestment plan.

What other equity awards does Robert J. Martsching hold at H.B. Fuller (FUL)?

In addition to common stock, he holds several employee stock options (some 100% vested), phantom units, and restricted stock units, all of which convert into H.B. Fuller common stock on a 1-for-1 basis under their respective terms.

Are any of Robert J. Martsching’s H.B. Fuller (FUL) options still vesting over time?

Yes. Some listed employee stock options vest in three annual installments of 33%, 33%, and 34% beginning on their specified grant dates, as noted in the footnotes.