STOCK TITAN

H.B. Fuller (FUL) EVP Nathan Weaver awarded 1,271 performance stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

H.B. Fuller executive Nathan D. Weaver reported an equity award and updated holdings in a Form 4 filing. On January 20, 2026, he acquired 1,271 performance stock units at an exercise price of $0.0000. Each unit represents a contingent right to receive one share of H.B. Fuller common stock on the vesting date of January 24, 2026, based on the company achieving 80% of its return on invested capital target.

Following the reported transactions, Weaver holds 9,552 shares of common stock directly, an amount that includes shares acquired through a dividend reinvestment plan. He also directly holds multiple fully vested employee stock options with various exercise prices and expiration dates, options that vest over three-year schedules, phantom units and restricted stock units that generally convert into common stock on a 1-for-1 basis and in some cases include dividend equivalent features.

Positive

  • None.

Negative

  • None.
Insider Weaver Nathan D.
Role Exec VP, Business Transform.
Type Security Shares Price Value
Grant/Award Performance Stock Units 1,271 $0.00 --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Employee Stock Option (Right-to-Buy) -- -- --
holding Phantom Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Stock Units — 1,271 shares (Direct); Employee Stock Option (Right-to-Buy) — 9,732 shares (Direct); Phantom Units — 5,895.44 shares (Direct); Restricted Stock Units — 562.91 shares (Direct); Common Stock — 9,552 shares (Direct)
Footnotes (1)
  1. Amount includes shares acquired pursuant to a dividend reinvestment plan. These performance stock units convert into shares of common stock on a 1-for-1 basis. 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. This option is 100% vested. This option vests in three annual installments (33%, 33%, and 34%) beginning on the date shown. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis. 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. Amount includes stock units acquired pursuant to a dividend equivalent feature. These restricted stock units convert into shares of common stock on a 1-for-1 basis. These restricted stock units vest in three annual installments (33%, 33%, and 34%) beginning on the date shown. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
01/20/2026
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 9,552(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 1,271(3) 01/24/2026 01/24/2026 Common Stock 1,271 $0.0000(2) 1,271 D
Employee Stock Option (Right-to-Buy) $26.66 04/02/2021(4) 04/02/2030 Common Stock 9,732 9,732 D
Employee Stock Option (Right-to-Buy) $45.05 01/24/2020(4) 01/24/2029 Common Stock 6,115 6,115 D
Employee Stock Option (Right-to-Buy) $48.35 01/24/2021(4) 01/24/2030 Common Stock 5,362 5,362 D
Employee Stock Option (Right-to-Buy) $50.1 01/26/2018(4) 01/26/2027 Common Stock 4,976 4,976 D
Employee Stock Option (Right-to-Buy) $51.89 01/27/2022(4) 01/27/2031 Common Stock 11,992 11,992 D
Employee Stock Option (Right-to-Buy) $53.57 01/25/2019(4) 01/25/2028 Common Stock 4,585 4,585 D
Employee Stock Option (Right-to-Buy) $64.28 01/27/2026(5) 01/27/2035 Common Stock 14,844 14,844 D
Employee Stock Option (Right-to-Buy) $68.17 01/24/2024(5) 01/24/2033 Common Stock 9,634 9,634 D
Employee Stock Option (Right-to-Buy) $72.94 01/24/2023(4) 01/24/2032 Common Stock 8,249 8,249 D
Employee Stock Option (Right-to-Buy) $77.72 01/26/2025(5) 01/26/2034 Common Stock 9,806 9,806 D
Phantom Units $0.0000(6) (7) (7) Common Stock 5,895.44 5,895.44(8) D
Restricted Stock Units $0.0000(9) 01/24/2024(10) 01/24/2026 Common Stock 562.91 562.91(11) D
Restricted Stock Units $0.0000(9) 01/26/2025(10) 01/26/2027 Common Stock 1,129.28 1,129.28(11) D
Restricted Stock Units $0.0000(9) 01/27/2026(10) 01/27/2028 Common Stock 2,640.43 2,640.43(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did H.B. Fuller (FUL) report for Nathan D. Weaver?

The filing shows that Exec VP, Business Transformation Nathan D. Weaver acquired 1,271 performance stock units on January 20, 2026, at an exercise price of $0.0000 per unit.

How do the new H.B. Fuller (FUL) performance stock units work for Nathan D. Weaver?

Each performance stock unit gives Weaver a contingent right to receive one share of H.B. Fuller common stock on January 24, 2026, reflecting achievement of 80% of the return on invested capital target.

How many H.B. Fuller (FUL) common shares does Nathan D. Weaver now hold directly?

After the reported transactions, Weaver directly holds 9,552 shares of H.B. Fuller common stock, including shares obtained through a dividend reinvestment plan.

What stock options does Nathan D. Weaver hold in H.B. Fuller (FUL)?

The Form 4 lists several employee stock options with exercise prices ranging from $26.66 to $77.72, covering different grants that are either 100% vested or vest in three annual installments and expire between 2027 and 2035.

What are the phantom units and restricted stock units reported for H.B. Fuller (FUL)?

Weaver holds phantom units and restricted stock units that generally convert into H.B. Fuller common stock on a 1-for-1 basis. Some of these units pay dividend equivalents and may settle upon specified termination events or scheduled vesting dates.

Does the H.B. Fuller (FUL) Form 4 indicate indirect ownership or third-party control over Weaver’s holdings?

The transactions are reported as direct (D) ownership, and the footnotes describe plan mechanics, vesting terms and dividend features without indicating that another entity controls voting or investment power.