H.B. Fuller (FUL) CEO Celeste Mastin awarded 9,533 performance units

Rhea-AI Filing Summary

H.B. Fuller Company’s President and CEO, Celeste Beeks Mastin, reported an equity award and updated her holdings. On January 20, 2026, she received 9,533 Performance Stock Units, each representing a contingent right to receive one share of H.B. Fuller common stock, with vesting tied to return on invested capital at 80% of the target level on January 24, 2026. These units convert into common shares on a 1-for-1 basis.

After this award, she holds common stock directly and indirectly, including 16,119 shares of common stock held directly and 3,500 shares held indirectly through a revocable trust, as well as multiple employee stock options and restricted stock units that vest over time in three annual installments.

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^*

Mastin Celeste Beeks

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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								16,119	D
Common Stock								3,500	I	By Revocable Trust

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(1)	01/20/2026		A		9,533(2)		01/24/2026	01/24/2026	Common Stock	9,533	$0.0000(1)	9,533	D
Employee Stock Option (Right-to-Buy)	$64.28							01/27/2026(3)	01/27/2035	Common Stock	135,135		135,135	D
Employee Stock Option (Right-to-Buy)	$67.55							04/07/2023(3)	04/07/2032	Common Stock	25,667		25,667	D
Employee Stock Option (Right-to-Buy)	$68.17							01/24/2024(3)	01/24/2033	Common Stock	72,261		72,261	D
Employee Stock Option (Right-to-Buy)	$77.72							01/26/2025(3)	01/26/2034	Common Stock	103,228		103,228	D
Restricted Stock Units	$0.0000(4)							01/24/2024(5)	01/24/2026	Common Stock	4,214.05		4,214.05(6)	D
Restricted Stock Units	$0.0000(4)							01/26/2025(5)	01/26/2027	Common Stock	11,880.79		11,880.79(6)	D
Restricted Stock Units	$0.0000(4)							01/27/2026(5)	01/27/2028	Common Stock	24,043.24		24,043.24(6)	D

Explanation of Responses:

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

2. 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.

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.

	/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 Celeste Beeks Mastin?

On January 20, 2026, H.B. Fuller President and CEO Celeste Beeks Mastin was granted 9,533 Performance Stock Units, each representing a contingent right to receive one share of H.B. Fuller common stock.

How do the 9,533 Performance Stock Units for H.B. Fuller (FUL) vest and convert?

Each Performance Stock Unit converts into one share of H.B. Fuller common stock on a 1-for-1 basis. The units vest on January 24, 2026, based on achieving return on invested capital at 80% of the target level.

What common stock holdings does Celeste Beeks Mastin report in H.B. Fuller (FUL)?

Celeste Beeks Mastin reports 16,119 shares of H.B. Fuller common stock held directly and 3,500 shares held indirectly through a revocable trust.

What stock options does the H.B. Fuller (FUL) CEO hold according to this Form 4?

The filing lists several Employee Stock Options (Right-to-Buy) with exercise prices of $64.28, $67.55, $68.17, and $77.72, covering 135,135, 25,667, 72,261, and 103,228 underlying shares respectively, each vesting in three annual installments of 33%, 33%, and 34% beginning on the dates shown.

What restricted stock units does the H.B. Fuller (FUL) CEO hold?

The CEO holds Restricted Stock Units that convert into common stock on a 1-for-1 basis, including positions tied to 4,214.05, 11,880.79, and 24,043.24 underlying shares, vesting in three annual installments starting on the grant dates.

Is the reported H.B. Fuller (FUL) insider transaction a purchase or a sale?

The report shows an award of 9,533 Performance Stock Units coded as an acquisition, not an open-market purchase or sale of common stock.

Does the H.B. Fuller (FUL) CEO hold shares indirectly through another entity?

Yes. The filing reports 3,500 shares of H.B. Fuller common stock held indirectly with the nature of ownership described as "By Revocable Trust".