STOCK TITAN

H.B. Fuller (FUL) VP, Corporate Controller details stock, options and RSUs

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

Rhea-AI Filing Summary

H.B. Fuller Company insider activity: A company officer, the VP, Corporate Controller, reported equity transactions dated 12/31/2025. The filing shows 257 phantom units converting into common stock at a price of $59.46, with 73 shares withheld to cover taxes, leaving 15,283.307 shares of common stock beneficially owned directly afterward. The officer also reports 2,824.63 phantom units that convert into common stock on a 1-for-1 basis under a deferred compensation plan, along with multiple fully vested employee stock options and additional options and restricted stock units that vest in annual installments, all ultimately settling in H.B. Fuller common stock.

Positive

  • None.

Negative

  • None.
Insider Martsching Robert J
Role VP, Corporate Controller
Type Security Shares Price Value
Exercise Phantom Units 257 $59.46 $15K
Exercise Common Stock 257 $59.46 $15K
Tax Withholding Common Stock 73 $59.46 $4K
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 Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Phantom Units — 2,824.63 shares (Direct); Common Stock — 15,356.307 shares (Direct); Employee Stock Option (Right-to-Buy) — 8,791 shares (Direct); Restricted Stock Units — 195.86 shares (Direct)
Footnotes (1)
  1. Shares withheld for taxes due on 257 shares issued. Amount includes shares acquired pursuant to a dividend reinvestment plan. 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. This option is 100% vested. This option vests in three annual installments (33%, 33%, and 34%) beginning on the date shown. 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*
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)
12/31/2025
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 12/31/2025 M 257 A $59.46 15,356.307 D
Common Stock 12/31/2025 F 73(1) D $59.46 15,283.307(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
Phantom Units $0.0000(3) 12/31/2025 M 257 (4) (4) Common Stock 257 $59.46 2,824.63(5) D
Employee Stock Option (Right-to-Buy) $45.05 01/24/2020(6) 01/24/2029 Common Stock 8,791 8,791 D
Employee Stock Option (Right-to-Buy) $48.35 01/24/2021(6) 01/24/2030 Common Stock 8,173 8,173 D
Employee Stock Option (Right-to-Buy) $50.1 01/26/2018(6) 01/26/2027 Common Stock 7,582 7,582 D
Employee Stock Option (Right-to-Buy) $51.89 01/27/2022(6) 01/27/2031 Common Stock 6,088 6,088 D
Employee Stock Option (Right-to-Buy) $53.57 01/25/2019(6) 01/25/2028 Common Stock 7,336 7,336 D
Employee Stock Option (Right-to-Buy) $64.28 01/27/2026(7) 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(6) 01/24/2032 Common Stock 3,629 3,629 D
Employee Stock Option (Right-to-Buy) $77.72 01/26/2025(7) 01/26/2034 Common Stock 3,096 3,096 D
Restricted Stock Units $0.0000(8) 01/24/2024(9) 01/24/2026 Common Stock 195.86 195.86(10) D
Restricted Stock Units $0.0000(8) 01/26/2025(9) 01/26/2027 Common Stock 358.48 358.48(10) D
Restricted Stock Units $0.0000(8) 01/27/2026(9) 01/27/2028 Common Stock 818.85 818.85(10) D
Explanation of Responses:
1. Shares withheld for taxes due on 257 shares issued.
2. Amount includes shares acquired pursuant to a dividend reinvestment plan.
3. These units (acquired after 12-31-04) convert into shares of common stock on a 1-for-1 basis.
4. 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.
5. Amount includes stock units acquired pursuant to a dividend equivalent feature.
6. This option is 100% vested.
7. This option vests in three annual installments (33%, 33%, and 34%) beginning on the date shown.
8. These restricted stock units convert into shares of common stock on a 1-for-1 basis.
9. These restricted stock units vest in three annual installments (33%, 33%, and 34%) beginning on the date shown.
10. Amount includes restricted stock units acquired pursuant to a dividend equivalent reinvestment feature.
/s/ Patrick J. Seul, Attorney-in-Fact 01/05/2026
** 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 on 12/31/2025?

An officer reported the conversion of 257 phantom units into H.B. Fuller common stock on 12/31/2025, along with related tax withholding and updated holdings.

How many H.B. Fuller (FUL) shares does the reporting officer beneficially own after the transaction?

Following the reported transactions, the officer beneficially owns 15,283.307 shares of H.B. Fuller common stock directly.

How many phantom units linked to H.B. Fuller (FUL) stock does the insider hold?

The filing shows 2,824.63 phantom units, each converting into 1 share of H.B. Fuller common stock under the company’s deferred compensation plan.

What stock options does the H.B. Fuller (FUL) officer hold after this Form 4?

The officer holds several employee stock options (right-to-buy) on H.B. Fuller common stock, including grants for 8,791, 8,173, 7,582, 7,336, 6,088, 4,606, 3,629, 3,346, and 3,096 shares at exercise prices ranging from $45.05 to $77.72, with various expiration dates.

What restricted stock units (RSUs) tied to H.B. Fuller (FUL) stock are reported?

The officer reports RSUs that convert 1-for-1 into H.B. Fuller common stock, including 195.86, 358.48, and 818.85 units, which vest in three annual installments beginning on the dates shown in the report.

What is the reporting person’s role at H.B. Fuller (FUL)?

The reporting person is an officer of H.B. Fuller Company, serving as VP, Corporate Controller.